My Little Pony: A New Start
by Synesisbassist
Summary: 19 year old Marshall literaly falls into Equestria. He is a human and a skilled musician, and his music is a wonder to all the ponies, as much as he is. He has met the mane 6, and is quickly becoming friends with them as well as others. But some of them may want a little more, and he is happy to oblige. Be sure to check out my other stuff. Thanks for reading!
1. A New Start

A drowning buzzing noise was all I could hear, my vision was blinded by a bright white light. Everything felt numb and I couldn't move, I could hardly think as I tried to open my eyes. Then I was falling, the utter helplessness feeling of falling without being able to move your limbs was terrifying, all I could feel was my head spinning as I plummeted towards what I presumed was the ground.

I slowly opened my eyes and quickly shut them from the bright light and blurriness that was my vision, and from the pain I was in, most noticeably in my back. I groaned out in pain and I heard a voice.

"Hey he is waking up." The voice sounded light, calm but curious. I once again tried to open my eyes but I still could only see blurs.

"Easy there partner, y'all had a rough day, and that there fall you had was a doozie." Hmm, a heavy southern accent.

"Where, where am I?" I asked hoping to get a response. "You're in a hospital silly! We found you near the Evertree Forest, you were unconscious and we took you here."

Time to introduce myself, the names Marshall, just 19 years old. I'm on the short side at around 5 foot 7 inches, with curly brown hair, Greenish eyes with a bluish tint, and some lighter brown around the iris. While not the strongest person I know, I am a tad above average build, and I'm about average IQ. I'm pretty logical, and when I want to know what something is or how it works, I do just that. I also am a musician, always love playing, listening, and preforming on stage. I couldn't imagine a life without me playing music. Anyways back to the story.

I tried once again to open my eyes, I could make out six blurs, and my vision was starting to come back to focus. As everything started to come back to focus, I could make out the six colours, Purple, pink, yellow, orange, blue, and white... Wait, I shook my head as I cleared out my head and looked again and was speechless. Six ponies, Six colourful ponies all looking at me with a look of concern and a slight hint of curiosity.

The first one had a purple coat, light purple horn and dark purple hair with two lighter pink/purple streaks down the middle of her hair, mane, and tail. On her flank was a purple star with five smaller white stars around it.

The next one was all pink and her hair and tail were really puffy. She had blue eyes with an energetic look in them. Her flank mark was three balloons, two blue and one yellow.

Next up was the yellow one. She had a pair of wings about half way down her back. She had long pink hair and tail. noticeably longer then the rest. Her eyes were light blue and full of innocence. Her flank mark was three pink butterflies.

Then the orange one, she had blond hair that was tied at the end of her mane and tail, and was wearing a cowgirl hat. She had a couple of freckles under her eyes, which were a nice friendly emerald green. Her mark was three red apples.

Next the rainbow mane coloured pegasus. Her hair was unkempt and a little messy but it suited her all the better. Her tail was the same colour, but her eyes stood out to me. Her sparkling magenta eyes were beautiful, they complimented the rest of her wonderfully, rainbow hair to blue coat and wings. Her mark was a lighting cloud, but the lighting was rainbow coloured.

Last the white coated one. Her hair was a marvellous blue and very curly. She had a white horn, and blue eyes which complimented her flank mark which was 3 blue gems.

The purple one spoke first... wait SPOKE?! "Hey, good to see you're finally awake." I was stunned.

"I've must have hit my head really hard or am I dead?!"

"Nopie lopie, silly, you're alive and you are fine as a whistle!" Exclaimed the pink one really excitedly while hopping up and down with a huge grin that I'm not sure was possible.

"Where the heck am I and how are you talking!" I blurted out in a worried tone. They must of not been expecting a sudden outbreak as they were all taken back a bit.

"First off, you're in Ponyville, practically the middle of Equestria, and all ponies can talk. But for a question about you, what are you and where did you come from?" The purple one seemed to answer like a book and ask questions like a teacher.

"Well first off" I started. "I'm a human from earth, but I doubt I'm anywhere near there anymore, the last I remember I was packing up all my music items for a move. But who are you guys.. er galls?" I inquired hoping to get to know these six as I doubted I would be back home anytime soon.

The purple one was the first to speak, "I'm Twilight Sparkle, Princess Celestia's top student."

"Pinkie Pies the name and party's are my game! Or are they games? They have games during them, so close enough hehehe." Said the excited pink pony, who seemed almost unrealistically excited.

" I'm Rainbow Dash, #1 flier in all of Equestria, I'll give ya my autograph later." The rather full of herself blue one with the rainbow mane stated.

"Howdy, names Applejack, pleasure to meet y'all." Applejack said while crossing both hooves on one side with the other, pretty alluring.

"Rarity, charmed I'm sure." The elegant white coated pony almost stated, she seemed to belong to an upper class.

"I'm.. Flu...Flutt...Fluttershy." The timid yellow pony whispered while adverting her light blue eyes to the ground.

After they all introduced themselves, I decided I should introduce myself. "Well I'm Marshall, pleasure to meet you girls." Thinking back to what I was doing before I inexplicably showed up here. "You didn't happen to find any boxes with me did you?" Twilight was the first to speak up.

"Yep, it's all in the library, seeing as you don't have anywhere to live you can stay there for a bit." She had a smile on her face (muzzle?) as did the others.

"Well thanks you guys.. girls." I looked out the window and all I saw was ponies, some flying, some with horns, and ones with neither. "Umm, so is this land inhabitable by only ponies? No humans?"

"Well, no, you are the only known one to have EVER lived in Equestria as far to my knowledge, and I know _quite _a lot from all my research in Equestria history." Twilight said while giving it some thought (Perhaps she has photographic memory) I looked around for my clothes, finally finding them on the table next to me.

"Umm do you girls mind leaving while I get dressed?" I sheepishly asked the lot, my cheeks getting a bit hotter as I didn't think they would understand, seeing as how they don't wear clothes at all.

"Well you heard the man galls, lets get out the room while he gets decent" Applejack went saying chuckling a little as she walked towards the door while the rest followed. When i heard the door close I quickly got myself dressed in my clothes. Nothing special, just a darker pair of jeans, and a red long sleeved shirt with white collar, and I pulled them up halfway up my arms. (I don't like to have my arms covered) I put my shoes on, black with red lighting on them.

"Alright I'm done" I said standing up, and... whoa, I felt really tall, compared to everything else that's meant for ponies, I wasn't really surprised. The door opened, and the only one who came back in was Twilight.

"Sorry, the rest of the girls had to leave. Applejack is busy with apple bucking season, Rarity has some dresses to make, Fluttershy has to take care of her animals, and Pinkie Pie she... Well to be honest I have no clue where she went or why." She was looking rather stumped with her last remark. "Anyways lets get back to the library, I'm beat." Hmm even after being unconscious for however long I was, I still felt pretty tired.

"Then let's set out, I'd love to get some shut eye," I said yawning.

As we walked home, I had a few burning questions about this place. "Hey Twi? I've got a couple of questions, if ya don't mind answering em." She looked up at me with a slight smile and a giggle (Probably not used to little nicknames)

"Sure, shoot." I had thousands of questions, but I decided to ask a few about this place and save the rest for tomorrow.

"So the main inhabitants of this world are ponies, flying ones, ones with horns, and ones without any right?" Nodding her head up and down sleepily. "Yup, Pegasi, unicorns, and earth ponies." Looking at the ponies again, "What are those marks everypony has on their flank?" She giggled a bit before replying.

"Those are Cutie Marks, everypony gets them at one point in their life, usually when they are little fillies and colts." Hmm weird, I thought while yawning.

"So why are you ponies so accepting of me? Hell in my world, you would be experimented on. But I guess you're more accepting to others more they humanity is, haha." Twilight nodded her head and laughed a bit along with me. It was then that I started to notice the ponies looking at me and whispering among themselves.

"Well here we are, home sweet home." It was the most awesome looking house ever, it was a tree carved out to be livable. She opened the door with...Magic? She looked back at my wide eyed expression, "Haha, oh yea, unicorns can use magic by they way." _Nice of ya to tell me Twi, I though you were a witch or something._ Anyways I stepped into the house and boy, were there A LOT of books, well what did I expect, she _does _live in a library.

"Alright I will show you to your room, you can unpack your stuff tomorrow morning, if you need anything just ask Marshall." Twilight said while walking past a doorway.

"Thanks Twi." I said giving a small smile. "It's no problem, Good night Marshall." "Good night Twi." As I walked into my room I noticed my stuff all wrapped up in their boxes, and a nice bed to crawl into for the night. _I'll get to that stuff in the morning, but time for some sleep._

**First Fanfiction/story I've ever written, any constructive feed back is much appreciated. I was inspired by a handful of other stories and though I would try my hand at it. Thanks for reading! Thanks for _over 1k views on this part alone_, be sure to check out the rest, they are much better written then this.**


	2. Making Amends

"Oh come on Twi, I just wanna see what he looks like. You make him out to be really interesting." A voice I never heard yet.

"Not now Spike, he's sleeping, he had an eventful day yesterday and needs his sleep, you will just have to wait till he gets up." Now that's a voice I recognized, Twilight!

"Ugh, fine." I heard foot steps and hoof steps walking away from my door, _seems like it's time to get up._

I didn't know she had someone else living here. I yawned as I sat up and stretched my upper body, I felt the blood begin to flow faster and was feeling refreshed. I glanced out the window and saw the sun coming up over the horizon, the first pony folk leaving their houses and beginning their day. M_ight as well start unpacking before I get some breakfast_, I thought while heading over to the boxes in the corner. As soon as I got to the boxes I realized, I didn't have a knife to open them with, _better get a knife from the kitchen._ As I was about to open the door, I stopped. _This isn't my house,I should really put on a pair of pants at least._ I turned around and walked back to the dresser next to the bed. My clothes were laying on top of it, and I grabbed my pants and put them on. I decided to leave my shirt where it is seeing as how I planned on getting in the shower (If they have them) after unpacking. I walked back to the door and opened it, stepping on the upper floor, which I presume was Twilight's "room".

I started to go down the steps, I looked down into the middle of the room when I saw Twilight going through book after book. As I stepped onto the main floor she noticed me and gave a friendly smile.

"Good morning Marshall." She blushed a bit as she noticed I did not have a shirt on. "Let me introduce you to my number one assistant Spike." She pointed a hoof towards a small dragon who was sweeping in a apron.

He was about the body height of a regular pony, he was mainly purple with a green underbelly and green spikes on his head to his tail and emerald green eyes.

"So, you're Marshall huh, doesn't seem like much Twi." He turned while getting back to sweeping.

"SPIKE, that's rude. He is a nice person and very interesting seeing as how he's the only human known to exist in Equestria. Never mind him, are you hungry?" She raised an eyebrow.

"Yea, but I'm going to unpack my stuff and get a shower first. Which way to the kitchen? I need a knife to open the boxes." I scratched the back of my head _great, bed head._

"Oh sure, here let me get you one." Her horn glowed purple and I saw a butter knife glowing the same purple come from the kitchen I presume. "Here, and the showers upstairs on the left."

"Thanks Twi." I took the knife and it stopped glowing as I headed back upstairs.

"Hey, do you mind if I see all the things you have up there?" Twilight asked with a hint of curiosity. Well she had never seen anything from my world, a real curious pony.

"I don't see why not. Although they may seem bizarre to you." I shrugged.

Her face lit up and she smiled. "Thanks Marshall, I've been curious as to what you have in the box."

She followed me up the stairs and into my room. I cut along the side of the first box, a longer but thinner box, and inside the box was a black case. I picked it up and put it down on top of my bed.

Twilight raised an eyebrow "So whats in the case?" I could only chuckle as she had no idea what was in it.

"Well, its a musical instrument, its called a guitar." I opened the case and the cherry red guitar shined in the sunlight coming from the window. It was an Epiphone Dot, iconic guitar, and one of my personal favourites.

He eyes went wide as she looked it over, a brand new thing to look over and study must be a thrill. "That looks cool, how does it work?" She asked while touching a string with her hoof, that then started to vibrate, to which she quickly pulled her hoof back.

I picked up the guitar, I put the strap over my head so it rested on my shoulders. I opened the little compartment inside the case and picked up a pick. "Well, you see. I use this here pick, and strum over the strings. Each one is a different pitch, and I can play more at once to make a chord." I explained to her, all the while she was nodding and intently looking at what I was doing.

I decided to play a C chord to show what one sounds like, "See that was a C chord. There are many different types and many that go well together, and some do not."

She was staring, obviously never hearing one before seeming as they lack fingers, her horn glowed purple and a piece of parchment and a quill both came into the room and started writing. "Oh cool, I'd better take some notes for a report to Princess Celestia."

I could only chuckle as she quickly took notes like a student in university. Then we both heard a knock at the front door then a voice called out.

"Hey Twilight, you here? I'm looking for the next chapter of Daring Do."

Twilight walked out of the room and looked down as she noticed Rainbow Dash. "I'll be right down Rainbow." Looking back at me she said "you can continue getting unpacked, I'll be back in a bit." before walking downstairs to find the book Rainbow Dash was looking for.

It took about ten minutes to get out my amp, iPod, my headphones and a small laptop. No bigger then a book all dedicated to music recording. _I wonder what kind of music they have around here, I'd better start recording some songs to show what music I had back home._

After setting up everything I decided to take a shower. After looking through all the body wash they had, _Cool Coat, Silky Coat, Clean Coat... I'll try Cool Coat. Now for shampoo, Mane Moisturizer, Magnificent Mane, and Manly Mane. I'll try the last one hehe. _While about halfway through, I heard a knock at the door and Twilight call out for me.

"Hey Marshall? You in the shower? I wanna show Rainbow here your.. Umm. Guitar! Yea." I'll bet twenty she looked at her notes. But I saw no problem in letting them look.

"Sure Twi, just be careful, the body is very fragile. And that goes for you too Rainbow Dash." I heard some giggles from Twilight and a groan from Rainbow.

"Come on I'm not that clumsy!"

I couldn't help but let out a small chuckle, "Sure" I sarcastically retorted, eliciting a few giggles from Twilight and another groan from Rainbow.

After turning the water off I grabbed a dry towel from a closet with towels all neatly stacked and sorted by colour. _Who would of guessed, she likes organizing._ I dried myself off and got dressed. _Going to have to buy some... or get someone to make me new clothes. I doubt there are any clothes here to my shape. _I then heard Twilight shout out with a gasp.

"Careful Rainbow!" Then a crashing breaking sound, and my heart sank. _No, she couldn't, she wouldn't, she didn't, did she?_

I dashed out of the bathroom and stopped in the door way to mine, and what I saw was heart wrenching. The only important thing I had left from my world, was broken. One side of the body was smashed in, it was a semi hollow body guitar after all. I felt like I had been punched in the chest, there was no way to replace it, or even fix it that I knew of. It was a one of a kind item in the world, I was devastated, angry at her from breaking it. "N..no...how..."

They both had shocked looks on their faces, but most noticeably Rainbow Dash. Her ears were splayed down on her head, and was shaking her head from side to side, tears welling up in her eyes."Oh my gosh, oh my gosh, oh my gosh, oh my gosh, I'm so so sorry Marshal. I can fix it... I'll find a way."

I couldn't stay, I was heart broken, I had warned her, she said she was only going to look at it. I turned a walked down the stairs and out the door, ignoring the calls from behind I kept walking. Past ponies looking at me with wondering expressions, as I walked by them looking straight ahead. Through the market place and out of town towards the woods before I couldn't hold my emotions any longer. I fell to my knees and pounded the ground with my right hand.

"How could she break it? Its a one of a kind thing, all I had left. I know it was an accident, but that doesn't fix whats broken." I vented my anger at ground before I stopped when my hand started throbbing.

"Umm... Marshall?" A quiet voice called from behind, most likely Rainbow Dash looking to apologize, but I was in no mood to listen to Dash right now. "Rainbow... please leave me alone for now.. I know it was an accident, but I don't want to talk to you right now."

"So...sorry, I'm not Rainbow Dash, but I'll leave you alone.. if that's what you want that is." Whispered the voice again, this time I recognized the voice, Fluttershy! Her voice soothing, and calming. She wanted to help me, lend an ear. I shouldn't of snapped until I knew who it was.

"Wait Fluttershy, please don't go. I'd like somepony to talk to, I thought you were Rainbow Dash, sorry for snapping at you." I said as I turned around, feeling a tad better to be able to talk to somepony. I gave a weak smile to her in hopes to make her feel better and stay to talk. She was wearing saddlebags, and heading towards her house.

"Umm sure, lets go to my house. I need to feed my animals, if you want to that is." She started to walk along the pathway towards the forest.

"Thanks Flutter, you're a good friend." I said while getting to my feet and dusted off my pants when pain shot through my hand. "Ow, dammit." Fluttershy gasped, and turned around with a worried expression.

"Are you ok? What did you hurt yourself?" It caught by surprise as she wasn't her usual shy self, she went into full doctor mode. I brought my hand up to my face and looked at the red swelling on the bottom of it.

"I just vented my anger at the ground with my hand, probably not the smartest thing in the world to do." I explained while chuckling at my actions that I shouldn't of done. Tunnel vision as they say.

She examined it closely. "It only looks bruised, that wasn't a smart thing to do." She looked at my face with a stern look. _Yea you don't have to tell me. _She took my wrist in her mouth and started walking again. "You're coming with me, were gonna get you some ice for the swelling. Then you can tell me what happened."

As we were walking towards her house, my stomach growled. _Dang, I forgot about breakfast._ It must of been loud because she noticed and asked. "Have you had breakfast yet?" I shook my head and scratched the back of it. "Hehe, no I haven't." She narrowed her eyebrows and released my wrist from her mouth before turning into the left side of her saddlebags. She pulled a blueberry muffin from inside it and turned towards me. "Here, you can have this. Its my leftovers from my own breakfast this morning." I took it from her mouth and gave her a side hug. "Thanks Fluttershy." She blushed slightly from the sudden embracement, but soon she leaned into it.

Her house was quite a walk from Ponyville, set in a nice bit of a forest. Seeing as how she was shyer, and like being near animals, it didn't surprise me in the least. Its away from all the busyness in Ponyville so it made sense. As soon as I saw her house my jaw hit the floor. It was a tree, like the library, but there was animals all around. Birds chirping, rabbits hopping, wow! This place was paradise, a pond/stream was out front with a bridge connecting each side. And there were bird houses everywhere! She noticed I had my mouth agape at the sight.

"Well, this is home. It's nothing special. Now, let me get you some ice, you can sit next to the pond, if you want to that is." Nothing special? I've never seen anything like it in my life. I sat on a hill next to the pond and seen dozens of fish swimming around. I took in a deep breath and took in the rich smell of the outdoors. I was used to a city atmosphere, this was a big change from what I am used to.

I heard strong flapping coming from behind me. Then Fluttershy landed next to me, I forgotten that she was a Pegasus. She had a damp cloth in her mouth. "Here, wrap this around your hand, it will make the swelling go down." I took it from her and began warping it around my hand. She watched intently as I did so, and she piped up when I finished.

"Now, start from the beginning Marshall, tell me everything." She had a small smile, looking to help out a friend. "Well, it all began this morning.." I told her the whole story, not skimping out on any details. She kept on nodding her head, giving a couple of giggles from the funnier parts, to gasps when I discovered what happened to my guitar. Only stopping to explain what a guitar was to her.

"And I know she had no intentions to break it, it is a one of a kind thing here in Equestria. I hope I didn't make her think I hated her, my emotions almost took over, I got tunnel vision and I didn't want to do anything I would regret." I gave a big sigh and closed my eyes, the burden finally off my shoulders. Now only sadness filled me, no more anger at my friend. Fluttershy tapped my shoulder with her hoof and spoke in a quiet voice.

"Umm would a hug make you feel better?" To be honest, a hug felt like a really good thing to have at the moment. "Yea, thanks Flutter, that would be great." I felt her embrace me from the right with her forehooves, as I brought my right arm and warped it around her back. We sat there in silence for a minute or so while hugging before I tried to end it, though I never wanted it to end. Her body heat against me, her head on my chest, listening to my heart beat and my deep breathing. I tried to move away from her, but she didn't let go. I laid on my back and she brought her arm from around my back and laid her head on my chest.

This was a perfect moment, I could of sworn she was asleep until she whispered. "Don't go, not yet. Your heart beat is soothing, please?" Well how could I say no to her? I started to stroke her mane. "Sure, its pretty relaxing." I don't know how long we laid there until I noticed she had fallen asleep. She was so adorable, her breathing was steady and calm. My own eye lids started to get heavy. _I guess I'll just take a little nap, I don't want to wake her up._

"Hey he is over here Rainbow." Was I still dreaming? I resisted the urge to wake up, feeling Fluttershy still laying on my chest. I opened my eyes and was looking at Twilight's face. I brought my left hand to my mouth to quiet her, I didn't want to give Fluttershy a rude awakening. Twilight whispered "Oops, sorry." While splaying her ears to her head and looking at the peaceful Fluttershy sleeping. The sky was darkening as the sun began to set.

I looked down at Fluttershy and started to stroke her mane again, trying to wake her up easily. "Fluttershy... Time to wake up Fluttershy." As she started to stir, she was clearly relaxed and didn't realize that she had fallen asleep. "Wha...What happened? Did I fall asleep?" She asked while looking up at me sleepily. I felt a smile come over my face as I she tried to clear her head.

"Yea, you did. Come on Twilight and Rainbow Dash are here." Her eyes widened at Dash's name. "You're not still mad at her are you?" She worriedly asked me, not wanting a fallout between her friends. I gave a big sigh. "No, I'm still bummed about the guitar, but I know she didn't mean it. And I forgive her."

I heard somepony picking at the ground, and Rainbow Dash spoke up with an apologetic tone. "Marshal, I'm real sorry about the guitar accident, but I told you I would fix it, so I did. Well, Twilight did." I was turned and saw Twilight had my guitar case open, floating by her magic with my guitar looking as it did before it got broken. I looked back and forth between the two, Twilight with a proud look seeing how she fix it, and Rainbow Dash with a small hopeful smile. Tears started to swell in my eyes, I've only been here a day, and I had my closest item broken, and fixed my two ponies I barley know. It was overwhelming, but I knew that this was the place that I truly belonged.

"Thanks girls, you are the best." I first went to hug Twilight, seeing as how she repaired it and was the closer of the two ponies. I had to drop on one knee to be around the same height as her. She was taken back a bit but soon embraced the hug back. "Anything for you Marshall, you deserve it to be fixed." She whispered in my ear. I soon broke the hug and walked over to Rainbow Dash who avoided eye contact and kicked at the ground. I dropped to one knee again and opened my arms, seeing as how she is the "tough" one I didn't expect her to take me up on the offer. But that was quickly dashed as she jumped up and hugged me tight. I felt a couple of tears fall onto my shoulder as she lightly shook. _Seems she has a softer side for her friends._ I gently stroked her mane and gave her reassuring shushes, trying to calm her down. She snuggled her head into my shoulder and started to calm down. "I'm sorry Marshall, I wanted to see how it looked on me, but I dropped it."

"Shh shh shh, it's ok Rainbow. It was an accident, and I forgive you. Besides, you managed to fix it so everything if forgiven. You're a good friend Rainbow." She started to breathe regularly and started to return to normal. "Thanks Marsh, you're a nice guy. But, can I ask you something?." I broke the hug and looked at her questioningly. "Could you play some music for us? Please?" She asked with pleading eyes. I looked back at the other two, and saw Twilight had my small practice amp with her and was plugging everything in for me. I could only smile. "Sure Dash." I looked to my warped up hand, it didn't hurt anymore so I decided to take it off. Rainbow Dash narrowed her eyes as she looked at it. I glanced at her, "I'll explain later."

Soon we had a small campfire going and all four of us were sitting on one side closest to Fluttershy's house. The three ponies were laying in front of me while I got my guitar set up and turned the amp on. All three were watching intently as I started to play, they were clearly enjoying the music moving their heads side to side with the beat of the music. They soon got into it and we were all singing and laughing into the night. I switched off my amp as I was feeling pretty tired as were they judging from their yawns.

I let out a big yawn when Rainbow Dash noticed something and piped up. "Hey, whats that black dot you got on your tongue?" Twilight nodded in agreement. "I noticed it last night but I thought I was just imagining things." I felt my face start to get warmer. Well, crap. I didn't think they would notice it. Would they be freaked out? Never the less, they asked and they now know about it, might as well tell em.

I scratched the back of my neck, thinking on how to tell them what it is. "Well you see, its called a tongue piercing." I let my tongue out of my mouth and moved the barbell with my lower teeth. Fluttershy gasped, Twilight eyes became bigger as she looked on intently, and Rainbow had a smile that was growing. All of them interested in my tongue piercing, concern, interest, and perhaps it was cool to Rainbow Dash.

"Di...did it hurt?" Fluttershy asked while moving her hoof to her mouth. I nodded my head, I couldn't lie to my friends. "Yea it did, but only for a day or so. I hardly notice it now." Twilight was the next to speak. "Wow, I've never seen anything like that." They had to have some kind of piercings around here, right? I glanced over at Rainbow who had a big grin on her face. "You're tougher then I gave you credit for Marshall. I've seen a couple ponies with ear piercings, but never their tongue."

My face only became redder, why was I so damn interesting. I was always a shyer one when it came to girls, but these three are a snap to talk to. I took another big yawn, I thinks it's time for a little sleep. "Hey, I don't know about you girls, but I'm exhausted." I looked up and saw the moon was almost straight above us, it must of been around 11:30 pm.

Twilight looked up as well, and her smile turned into a small frown, "Hey Fluttershy? You mind if me and Marshall stay here for the night? I don't wanna walk back home at this time." Fluttershy closed her eyes and nodded her head in agreement. "Sure, no problem Twilight."

I noticed Rainbow Dash had a sad look on her face, seeing as she could easily return home. But clearly did not want to leave us. I leaned over to Fluttershy and whispered into her ear. "Hey, Rainbow looks like she wants to stay to. I think someone is a little jealous that I'm staying here with you and Twi." She looked over and nodded in agreement before calling to Rainbow Dash. "Hey Dash, you wanna stay here to?"

Rainbow Dashes face lit up. "Really! I mean, if you want me to I guess I can stay." Trying to keep up her tough image. After putting the fire out and collecting my guitar stuff, we started walking towards Fluttershy's house. "Marshall, you can have the bed upstairs, we can all sleep down here on the couch bed tonight." I turned to her with one eyebrow raised. "I'm not taking no for an answer." She said while turning her head to the side. _Did I see a look of disappointment on all of their faces?_ I was curious, why did she demand I sleep on her bed tonight while they all slept downstairs? I was too tired to ask. I realized I had worn my clothes for a couple of days. "Hey Flutter, anywhere I can wash my clothes?" She nodded her head. "Up stairs, to the left. In the bathroom on the right side of the room." Good, these need a good washing. I walked up the stairs and into the bathroom, striped to my boxers and put the rest of my clothes in it. _First things first, wash these boxers tomorrow morning!_ I thought to myself.

After putting my clothes in the washer and I headed across the hall towards her bed room, and by god the bed was huge! For a pony bed at least. It was about the size of a double bed back on earth. Before shutting the door almost closed, I called back at the three. "Goodnight girls, sweet dreams." Then hearing the trio call back. "Good night Marshall." I climbed into bed and shut off the lamp beside it and closed my eyes.

I could hear some whispers and giggles from downstairs. _Typical girls, hehe. _I closed my eyes and started to drift off to sleep. As I was sleeping I heard the door creak open. I was taken a bit out of my slumber, but resisted to fully wake up. In the weird state between deep sleep and awake. Consciously knowing what was going on but not able to move yet. I listened hard for anymore sounds. "Hey Marshall, Marshall? Good." Rainbow Dash? What did she want at this hour. I heard flapping, presuming she was flying towards the bed. I was stumped, what did she want? I heard her land next to the right side of the bed. "There isn't any room on that bed down stairs for three ponies, I'm sure he wont mind. I'll be up before him anyways." She whispered to herself, not knowing I was somewhat awake. _Hmm, why didn't one of them ask to sleep up here with me. I would of gladly made room for one of them._

She gently lifted the covers off of me, I was laying in the middle of the bed so I doubt that there would of been any room for her. "Dang, oh well. I am pretty light, I don't think he will even notice." She whispered to herself again. I heard her flap her wings again and she lightly landed on my chest. She wasn't very heavy at all, so I didn't struggle breathing. She laid her head on my chest and covered us up with the blanket. I unconsciously moved my right hand to her mane and slowly started caressing it. She let out a small sigh. "Hmm, this is why Fluttershy liked it so much." After a minute or so she moaned softly, and started to go limp and fall asleep. _Wow! These fingers must be something else! If I can get Rainbow Dash to melt at my touch, they must feel pretty good. _I thought as I drifted off to sleep at the sound of Dashes quick, smooth breaths, that contrasted to my long and deep breaths. _I wonder what kind of adventures tomorrow will bring._


	3. First Party

The light brightly shined in through the two windows to the right side of the bed. I slowly opened my eyes and saw a beautiful sight. Rainbow Dash was sound asleep on top of my chest, she was relaxed, calm and peaceful. _She said she was going to be up before me eh? She is pretty cute when shes not acting all tough. _I brought my hand to her mane and started to stroke it. She took a deep breath after a couple of minutes and I could only chuckle lightly. _Must be pretty relaxing. _I heard Fluttershy and Twilight talking downstairs.

"Good morning Twilight, have you seen Rainbow Dash this morning?"

"No I haven't, perhaps she is already outside. Lets go look."

Uh oh, I couldn't let them find her up here, after looking outside they were sure to come up here. It would ruin her reputation and her image of being a tough pony. I gently shook her to try and wake her up.

"Dash, come on wake up Dash!" I whispered. I saw her sparkling magenta eyes slowly opening up. She was still clearly groggy and dazed as she woke up.

"Huh, wha?" Her eyes connected with mine and, recalling where she was, they shot open. "Uhh, umm, it was crowed down there and I was." I stopped her by putting a finger to her muzzle. She moved back a bit while staring at my finger as I pointed it towards the bigger of the two windows.

"Fluttershy and Twilight are looking for you." I glanced at the window and saw them coming back inside. "Go out the window and pretend you left earlier and are just coming back in a couple of minutes from now."

As I looked back at her, her eyes were tearing up slightly. She had a small half smile on her muzzle as she shot forward and hugged me.

"Thanks Marsh, you're a quick thinker. But an even better friend" She then flew over to the window, opened it then took off outside. I got out of bed and went over to the window to close it, when I heard hoof steps coming up the stairs.

"Hey Marshall? Have you seen Rainbow Dash this morning?" Twilight called out. I decided to leave the window open and let the fresh air in.

"No, I haven't seen her, perhaps she left earlier this morning, you know her. She can't sit still sometimes."

I walked towards the door and it glowed a dim purple, then it opened. And Twilight and Fluttershy both walked in.

"Makes sense. She does like to get up earl..." She stopped mid-sentence and adverted her eyes while starting to blush, and Fluttershy did the same. I had forgotten I only had my boxers on.

"Oops, sorry girls, my clothes are in the wash. You mind if I take a shower Fluttershy?" She looked up at me and shook her head.

"Go right ahead Marshall." She brought her eyes down to my chest by accident, seeing how her head height was around chest level. Obviously liking what she seen but being her shy self, she let out a small squeak and adverted her eyes back down and blushed harder. _I'm not that built, any earth pony is way stronger then me, but I guess humans show off muscle more._

Seeing their embarrassment, I quickly went through the door way into the bathroom.

"Thanks Fluttershy." I called out as I shut the bathroom door. _Finally some time to myself. Better wash these boxers and go find somepony to try and make me more._

I opened the washer and pulled out my clothes and put them up on a line near the window. I then removed my boxers and put them in the washer. I walked over to the shower and turned it on. Hot, just how I like my showers. The room became steamy pretty soon as I stood under the water, letting it run over my body. Relaxing my muscles and making my tense muscles relax and my blood flow better, I sighed, _man this feels good. _I looked at Fluttershy's collection of different body washes and shampoos. It took about five minutes to find some that were meant for ponies instead of animals. _I guess she likes to wash all her animals. Pony washes are_ c_lose enough I guess. _Her body washes smelled like... nature, the great out doors. _I thought she smelled that way because she was outside most of the time. _Ten minutes later I shut the water off and opened the curtain to the shower. I stepped out and grabbed a towel to wrap around myself. Then walked over to the washer and pulled my boxers out and hung them on the line. _They should be dry after I'm done in here._

I walked across the room to the sink. I looked around for any hair gel I could use. I don't use very much, just enough to keep my hair looking the same throughout the day. _I'm sure Fluttershy won't mind, besides, I'm going to help her out with anything she needs to thank her later. _I put a small amount of gel on my fingers, and set them through my hair, bringing out the curls that now were profound. After I was satisfied with it, I washed my hands and found some mouth wash. _Better then nothing. Note to self, buy tooth brush._ And with that, I walked over to my clothes that were hanging off the line in the sun. They were all dry, so I dropped my towel and put my boxers on. While part way through putting my pants on, I felt like I was being watched. I looked towards the door and saw nothing, but I still felt like I was being watched. I also heard a small flapping sound. _Rainbow Dash! _I looked towards the window and saw a small bit of a rainbow for a split second and heard Rainbow Dash call out from the ground. "Hey guys, I'm back. Hope I didn't worry you all to much. I left early this morning, and forgot to tell you." _How long was she there for? Hopefully not for very long. _I blushed slightly not wanting knowing how long she was there for, but finished getting dressed none the less.

I made my way downstairs and into the kitchen where Twilight was busy making breakfast. She noticed me come into the room.

"Oh hey Marsh, I'm just making breakfast. How does eggs, toast, and hash-browns sound?" _Hot damn, that sounded fantastic._

"That sounds great Twi." I then thought for a moment. "Hey Twi, ponies are all herbivores, right?" She looked at me, slightly puzzled.

"Yea why..." Her eyes went wide as she realized what my question meant. "Y...you eat meat, don't you." She said while slowly backing away from me. _Great, just great._

"Well, humans are omnivores. _BUT_, I have no interest in horse meat." She was relived by my words and sighed a tad.

"Thank Celestia. That's good. Us ponies are strictly herbivores." _Oh well, I think I can live without meat._

"Well anyways, I'm starved." Twilight smiled lightly and turned her attention back to cooking.

"It will be done soon, about 5 minutes. I'll call you when its done."

I nodded, and turned to walk to the living room and sat down on the couch. As soon as I got comfy, I saw the door open and Rainbow Dash walk in. Recalling in my mind that she may of been looking in the window up stairs while I was getting changed, I started to blush lightly and avoided direct eye contact with her.

But, against my hopes, she noticed me and walked my way. _Oh great, just the pony I wanted to see right now. _She walked over to me and glanced at me. Our eyes meet and she had a small playful smile on her muzzle.

"Don't worry, I didn't see anything below the waist. Besides, you are pretty built, you should be showing it off." She whispered just loud enough for me to hear, I could only blush harder at her playful flirting. To which she let out a small giggle and walked off towards the kitchen.

_Why does she have to be a big flirt._ Then Fluttershy trotted into her house, lightly humming a tune. Her eyes were closed and she had a big smile on her face. _Somepony is really happy this morning. _I looked out the window and saw dozens of animals eating their breakfast, and I felt my stomach growl.

"Hey Marshall! Breakfast is ready!" I heard Twilight call out from the kitchen.

Breakfast was the best thing I tasted ever, frankly I only ate a muffin when I came here, so I was about to eat anything. Everything was cooked to perfection.

"Man Twi, this is amazing. Where did you learn to cook so well?" Twilight blushed a little at the compliment.

"Living alone with Spike, you need to learn to cook for yourself. Well, Fluttershy did give me lessons when I first arrived here. I learned from one of the best." Once I was done eating, I put my plate into the sink.

"Well, I best go see Rarity and see if she can make me more clothes. Thanks again for letting us stay the night Fluttershy, and thanks for breakfast Twilight. Hey Twi? You mind taking my stuff back to the library when you go?"

"No problem Marshall." I heard her reply as I walked outside. Stretching, I started to walk towards Ponyville. It was about a ten minute walk from Fluttershy's house. To too long, just enough to feel a slight strain in my legs from the walking. I walked through the market, hoping to ask somepony to give me directions to Rarity's house.

"Well howdy Marshall." I turned to my right and saw Applejack at an apple stand.

"Hey Applejack, how are you today?"

"I'm doing fine. And yes, this is mah apple stand. Ah sell all sorts of apple products. Apples, apple fritters, apple pie, just about anything edible with apples in em." She said with a proud smile on her face. _Applejack sure love her apples._

"So, how do you get the apples off the trees?" I asked, they don't have fingers, or industrial machines, so how do they do it?

"Well, we buck em. We can hit the trees hard enough to shake all the apples lose, but not hurt the trees. Then we collect em and bring em to the barn." Seemed like a good technique to use.

"Hey AJ, you wouldn't happen to need another set of hand at all would ya? I need to make some money." Her face went up into a friendly smile.

"Well sure, we can always use a hard worker down on the farm." Her smile then turned into a small frown. "But, you may not have what it takes to buck the trees." Hmm, compared to her, I was weak.

"How about you buck the trees, and I take them to barn for you? I'm used to carrying heavy things. It would save energy for you not having to walk all the way, and you could buck more trees." She thought about if for a moment and then smiled and nodded her head.

"Sounds like a good idea partner, what time can you stop by?" I thought about if for a moment.

"Well, I'm off to Rarity's to see if she can make me more clothes, I will stop by tomorrow morning if that's fine with you."

She chuckled. "Well, I'll let ya be on your way. And with Rarity, make sure you lay ground rules for clothes, or she might make you a tux." I laughed along with her, Rarity was a sophisticated pony, so it would be in her impulse to make fancier clothing.

"I'll be sure to keep that in mind AJ, see you tomorrow. Wait, do you know where Rarity lives?" She pointed to the southwest.

"It's that away, you can't miss it. It's a big frilly boutique." I thanked Applejack and headed in the direction that she pointed me in.

It only took a couple of minutes before I spotted it. It was a tall whitish/pinkish building with bits of gold colour. It was a very fancy place. I approached the door and knocked on it, then heard a voice from inside.

"Come in dear, the door is unlocked." I pushed the door and it opened, I stepped into the boutique and I was amazed! There were a half dozen unique dresses on some pony mannequins, and Rarity was working on another. Without looking at me she said.

"_Welcome_ to the Carousel _Boutique,_ where every garment is chic, unique and magnifique!" It was a nice greeting that went well with the atmosphere of the place. She finally turned around with her eyes mid blink. "Now, what can I help you with dear." I guess she wasn't expecting to see me here because she jumped a little.

"Oh Marshall, how are you today? Enjoying your time in Ponyville hmm?" She asked with a friendly smile and a slight head tilt to the right, as she approached me. She had a pair of red glasses on, that I must say, looked really good on her. I decided to mind my manners around her, I didn't want to offend her.

"I am wonderful Miss Rarity. And my time here has been exquisite."

She was walking around me, with her eyebrows narrowed muttering to herself. "Hmm, no that won't do. It will be a challenge. Ooo but I do like a challenge" Thinking something was wrong I asked her.

"Umm Miss Rarity, is something the matter?" She looked up at me and smiled.

"Rarity will work fine dear, although, it's nice to hear somepony, er someone with sophisticated language such as myself. But nether-the-less, do you have any other clothes dear?" I had an almost guilty feeling and expression come over myself. I was about to ask a pony I only meet two days ago, to make me new clothes.

"Well, no, I don't. I came over here to ask if you could make me some new clothes. I can pay you in a couple of days, I will be working at Applejack's farm and making money there."

She smiled. "No need to say anymore, I will make you new clothes. And for no price, you are a new... Figure to make clothes for and I would like the challenge." I was taken aback by her generosity.

"Tha... thanks Miss Rarity, you are a kind and generous pony." I said as a got down on one knee, lifted her right hoof and planted a small kiss out of thanks on it. She smiled brightly and blushed a bit.

"Prince Blueblood needs to take lessons from you. You are quite the gentleman." She walked back to her cloths and threads. "Now, I will need you to, umm...strip down to your undergarments so I can measure you better." She weren't looking at me but I could see her cheeks flushed red. I walked behind those changing curtains, and striped down to my boxers. _I hope nopony comes in here._

"Alright Rarity, I'm done." I called out with a hint of nervousness in my voice.

"Now now dear, no need to be embarrassed about what you look like." She walked around the back and let out a small gasp, her cheeks flushing a slight pink. She couldn't see anything inappropriate, but I'm guessing, like with Twi and Flutter, she was amazed at how muscular I was. Being your own roadie is pretty tough work, lifting all your gear around to all the shows keep you in shape. Along with an occasional workout time, I was still only slightly above average for build. I guess it shows more on a human then a pony.

"My my, you're more muscular than I had previously thought. Anyways, lets get this done." She said before getting to work. I was a long process, but it was well worth it. She made me a dozen boxers, two dozen different shirts, jeans, socks, and a couple of sweaters. It was hard to talk her through what they looked like, but she managed to get it done. Once done I put on a black and grey stripped v neck t-shirt, and some blue jeans. She folded the rest of my clothes and put them into a bag for me to carry back home.

"Here you are dear, your clothes." She looked around at the mess she left her place in. "I'm glad that is over. Oh look at the time. I have somewhere to be, you can go on your way now Marshall, and thanks for the learning experience. Next I will make you a nice tux or something." I chuckled.

"Thank you Rarity, you are most defiantly the best clothes maker in all of Equestria, and I would be honoured to wear any fancy clothes you design and create." I gave her a wave and she walked off towards town. I looked up and the first thing I noticed was that it was night time. _Geez that took a while, good thing I had nothing planned today. _I headed off into the direction of the library where I could hopefully wind down, and put my clothes away.

As I neared it, I noticed only a dim light was on on the main floor. I stopped for a and looked around, majority of houses had their lights off. With only a couple on. I looked back to the library and saw Rarity walking inside. _What was she doing here? _Intrigued I walked up the steps and heard lots of voices whispering before quieting down. What the heck was going on here. I opened the door and all the lights went on.

"SURPRISE!" Everypony yelled as soon as I walked into the library. I was puzzled, a party for me? Pinkie Pie hopped up to me and started bouncing up and down.

"Hey, like the party? Did we surprise you? I put on parties for everypony new in town and I couldn't wait to put on yours." I gazed around the room, a bunch of ponies I've never meet were here, but the main 6 were there.

"Thanks Pinkie, you're the best at parties." I said while giving her a side hug. She giggled.

"Then lets start the party!" The party went without a hitch. They had a DJ, she was a white pony, with electron blue hair and purple glasses. Her cutie mark was a pair of music notes. _Seems to fit. _All of a sudden I saw Rainbow Dash talk to the DJ, who then smiled and shook her head. Dash then went to twilight and she used her magic to get... my guitar? Dash came up to me.

"Hey Marsh, get up on stage and rock this library with Vinyl Scratch."

Twilight came up behind her and handed me my guitar. "You're going to need this." I took it and grinned.

"Girls, this will be on party you wont soon forget." I said as I took my guitar from Twilight's magic.

I climbed up on stage and plugged my guitar into her mixer. She looked at me and tilted her glasses down to reveal her red eyes.

"So, you're Marshall huh, lets rock this joint." She put her right hoof towards me and I fist bumped her.

"Damn straight, lets do this." We soon were getting the crowd going to a rock/rap kind of improvised song. She was doing really good, her magic was easily letting her move the controls quickly. Much faster then a regular human could. Nearing the end, the back beat became quieter, and I played palm muted notes, while keeping the vocals down.

"We keep on going... And you keep on knowing... You'd better not stop... Until the bass DROPS!" The bass then kicked back in harder then ever, all the different sounds coming out from the speakers was awesome and my adrenaline was kicking in. But all good things must come to and end, and we had a great end. The crowd was cheering and stomping there hooves. I walked back over to her, sweat running down my face, and gave her a fist bump.

"You rocked Marshall, If I need ya for any other shows, I'll be sure to give you a shout." Vinyl said while looking me up and down. "And I may give ya a shout for a private show." She elbowed me a bit in the side before laughing. I walked back to the mic to say thanks to the crowd.

"Thanks for coming out to the party guys, I'd like to give a big thanks to DJ-PON3. And to Pinkie Pie for hosting the best party I ever had." I took my guitar off of me and put it back into it's case. As the people started to pile out, I decided to take my shirt off and cool myself off better. I went to get a drink of water, and I noticed the mane six approaching me.

"You were awesome up there!" Rainbow Dash exclaimed while thrusting her fore-hooves in the air.

"Yee-haw! That sounded awesome Marsh!" Applejack said as she bucked her back legs, thankfully not hitting anypony. Everypony nodded at the last statement.

"You were marvellous Marshall, and you look marvellous." Rarity added. I blushed a bit.

"You were a natural Marshall." Twilight smiled.

"Yea, that was great woohoo." Whispered Fluttershy.

"Thanks girls, you are too kind. Hey where is Pinkie Pie?" They all pointed towards the door where Pinkie was saying good bye to all the guests.

I walked over towards Pinkie and tapped on her shoulder. She turned and simile at me.

"How did ya like the party? And man, you were awesome up there tonight. This was the best party ever!" I could only grin at her wanting to make her friends happy and laugh.

"I loved the party Pinkie" I dropped to one knee and opened my arms wide. Pinkie jumped up and embraced me in a tight hug. After a couple of seconds I broke the hug and patted her on the back.

"Thanks again Pinkie." She let out a loud giggle.

"No problem Marshall. I better be going to bed, see you all tomorrow" She said while hopping out the door and out into Ponyville.

One by one, my friends started to leave, until it just me and Twilight left.

"Hey Twi, where is Spike at?" She was in her room reading a book like usual. "He is in Canterlot of royal business. So it's just you and me here tonight." _Was there a small amount of excitement in her voice or was it nervousness? Probably just my imagination._

I got a bite to eat from the kitchen, when I heard Twilight call out.

"It's supposed to be a cooler night tonight Marshall. Umm... would you mind if we slept together? All my winter stuff in neatly put away and I only have this light blanket." Didn't seem like a big deal, I didn't want to be cold either.

"Sure Twi, I'll be up in a second. I put my dishes in the sink and started up the stairs. Twilight's bed was empty, so I walked to my room and saw her using her magic to line up the two blankets.

"There, we will be much warmer." I chuckled.

"Sounds good to me." We both crawled into the bed, and I made sure to keep to one side of the bed.

I had almost fallen asleep till I felt the bed shaking a little and Twilight whisper.

"Hey Marsh? I'm still pretty cold." A slight smile on my face, I rolled over and faced her. She was laying on her side towards me.

"Roll over" She did as she was told and I shimmied closer to her until we were up against each other. I draped my left arm over her and I felt her shaking slightly still. I was puzzled.

"Still cold Twi?" She meeped softly and replied with. "N..no. I'm fine now, thanks Marshall." Satisfied with her answer I managed to fall into the weird half asleep world easily. After a couple of minutes I felt Twilight raise my arm with her magic, and flip around before putting it back down.

"Hey Marsh. You awake?" I ignored her wanting to fall asleep. "Good." She said aloud, thinking I was asleep. I felt her move her back legs apart and her forehoof went down towards her legs.

I felt her start to breathe a bit more heavily and felt the bed sightly shake. _What are you up to Twilight? _I was piecing together what she was doing when I heard her call out my name.

"Ohh Marshall." What in Celestia was she doing? I felt her take my arm in her magic and bring it down between us. _Wait, she isn't... she is, isn't she. _A mixture of fear, and excitement filled me. She was masturbating to me! And she was bringing my hand down to her privates.

She was going to use my hand to pleasure herself! I felt my hand go between her legs and I felt small, breasts? She made my fingers start pinching her nipples. She moaned in pleasure as she did so. My hand continued to go south on her body, until I felt something wet. At this point my heart was pounding, I was touching her in her more intimate places. She pushed my index finger inside of her, and it was hot, wet, and tight.

"Ohh yea, that feels so good Marsh. Faster... faster." She moaned out as she stared pistoning my digit in and out of her hot love tunnel. I felt my blood rush to my cock an it started rubbing against her. But she did not notice it as she was too warped up in the pleasure as she sunk another digit into her.

My fingers were soaked in her juices, as she pressed my thumb against her clit and rubbed it in fast circles, bringing her even more pleasure.

"Oh sweet Celestia, Marshall. Harder, I'm almost there." She continued to pump my fingers in and out as her tunnel started squeezing on my fingers, rhythmically clamping down tight, forcing her to go harder and faster just to keep up the pace.

"Marshall... I'm cumming, I'm cumming!" She squealed, and locked my fingers deep inside her, while my thumb kept going in little circles on her clit. Right before she came she put her lips to mine and drove her tongue into my mouth as she squirted over my fingers and down my hand. Her moans, silenced by my mouth as she explored every inch inside.

Her tongue intertwined with mine. After a couple of minutes she broke the kiss and pulled my fingers out of her still quivering cunny, and brought it to her mouth before she started to lick off her own liquids from it. Her tongue felt amazing against my fingers, and I wondered what it would feel like on my cock.

After she cleaned her juices from my hand, she embraced me in a gentler kiss, I could taste her juices on her own lips. That was hot, her own taste on her mouth, and boy did she taste good, my tongue started moving a bit on its own. She took it as a sign of encouragement and started to push into the kiss more. After a minute she broke the kiss.

"His fingers felt amazing... ohh I shouldn't of done that, but I couldn't help myself. Sorry Marshall... I..I... love you." She kissed me on the lips, a gentle kiss. She squeaked as she realized my cock was poking her in the stomach. "Wha... ohh wow." She rubbed the side of my cock with her hoof a bit, and it responded with a pronounced twitch. She giggled.

"Sorry Marsh, next time I'll get to this." She snuggle closer to me and my cock rubbed against her, and she giggled lightly as she fell asleep. She loved me, enough to masturbate and use my own fingers to do so. My thoughts were scrambled for an hour or so. Trying to process everything that had happened. I cleared my mind and began to think about what would happen tomorrow.

**Added spaces in the paragraphs as I had done before. I got a little lazy, and fallvegas pointed it out. Thanks! Chapter 4 is underway, I'm not sure which character to get Marshall** **romanticly with. I might try all of them and decide which one after that. Any suggestions are glady accepted. Thanks for reading!**


	4. A Day On The Farm

I felt the bed shift beside me as I was half woken up. _Wha.. who is in my bed... oh yea. Twilight. _Last nights memories flooding my mind, and other places, to say the least. Hoping she would not notice it and get up and leave my room. However she did not, she continued to lay there beside me and snuggle closer to my chest, my arm draped over her mid section, and her face near my chin. I decided to play dumb, but drop little hints that I did, and see if she would confess to me.

"Good morning Twilight." The sudden voice startled her as she squeaked and jumped a bit.

"Goo..good morning Marshall." Her cheeks flushed red, as the recalled the events from last night.

I opened my eyes and was met with her lavender eyes looking into mine. A half smile crept on my face.

"Hard to fall asleep last night?" Her face blushed red a bit as she shook her head no.

"I fell asleep easily, and slept very well. Thanks for letting me sleep with you." She hugged me tight, and my morning wood was poking her in the belly, prompting her face to blush a harder red. I decided to give her mercy and backed away a little bit, my face now lighting up red.

"Sorry, that usually happens in the morning." She rolled off the bed, while stealing a quick glance at it.

"I know, natural. Want some breakfast?" She put her fore-hooves far in front of her and stretched herself. Her tail going a little off to the side teasing me. She trotted out of the room, her hips swaying from side to side. _Damn she was a little tease._

I looked at my alarm clock/ipod docking station, it was 7 am, _A quick breakfast and then I'll head to Applejack's. _I put on Billy Talent song, Rusted From The Rain. As I go up and gathered clothes I wouldn't care if they got ruined. It was going to be a long and hard day of work. After getting dressed, I shut off the music and left for the bathroom, I wanted to wash my hands before eating.

"Marshall! Breakfast is ready!" Twilight called in a sing song voice.

"I'll be right there, just washing my hands." I dried them off on a towel hanging by the mirror, and walked to the kitchen. She was putting the food on plates, and the table set up at the same time. "Wow, nice multitasking Twi. And breakfast looks delicious!" She lifted the plates to the table with her magic. She made eggs, hash browns, toast, pancakes, and some hay for her.

I came up to her left side and put my arms around her neck. "Smells good Twi, you're the best." She blushed a bit.

"Aww thanks Marsh, I have to keep my company feed don't I?" We both laughed lightly and sat down at the table. I dug in and boy, it was delicious. Everything was cooked to prefection.

"So, what are your plans today Marshall?" Twilight asked between bites.

"Well, I'm helping Applejack on her farm, taking the bushels full of apples into the barn." I looked at the time, it was 7:15 picked up my plate and put it into the sink. "And I had better get going, I have a lot of work to do today." She had a small frown.

"Ok, have a good day Marshall, I might stop by if I get the chance." I walked out the door and started walking towards the market place. _I guess she really wants to spend time with me. Do I love her? I don't know, what about the rest. Pinkie Pie, probably not. Applejack is my boss now so I don't know. Rarity wouldn't want a commoner like me. Rainbow Dash,would want someone tough. Fluttershy, perhaps, she is pretty quiet though. And I could date Twilight, but I don't know. Could I have a chance with any of them. _My mind was so clouded by these thoughts, I didn't hear Applejack calling my name.

"Hey Marshall? Whats up? You're more in the clouds then Rainbow." Applejack shook her hoof in front of my face, and I snapped back to reality.

"Huh.. oh sorry Applejack, I was caught up in thought. But I'm good now." She looked at me, herself in thought before she snapped back to her regular self.

"Well alrighty then, lets go to Sweet Apple Acres, my brother Big McIntosh is already bucking the trees, and we have a hard days work ahead of us." I followed her out of Ponyville and onto her farm/orchard. It was around 7:30 by time we got there. And there was hundreds of acres of apple trees. I was in awe, _Applejack and Big Mac buck all these trees by themselves_?

My mouth opened as Applejack looked over, she giggled before shutting my mouth with her hoof. "Lets get to work partner."

And boy did we work, only after an hour did I take my shirt off as I was soaked in sweat. _Might as well get a tan._ With the heavy lifting and the sun beating down on me, it began to takes it's toll on me. I drank about a litre of water before noon.

"Alrighty Marsh, lets take a little break for lunch." Applejack said as she walked up to me while I carried another load of apples towards the barn. "Just put those apples down here Marsh, they are lunch today." I nodded in agreement, putting these down sounded great.

"Sure Applejack." I put the apples down and tried to get my breath. "You and Big Mac do this all by your selves?" She closed her eyes and nodded.

"You betcha, its hard work, but somepony has to do it. And thanks for the help Marsh, things are really getting along thanks to you." She reached towards the apples and picked one up and started munching on it. I picked one up as well and we both sat in silence for a bit eating apples.

After a few minutes of relaxing, I heard three voices coming this way. I sat up and looked around, before I spotted three fillies walking this way. The first was an earth pony who's coat was the same colour as Applejack mane, she had a red mane the same colour of Big Macs coat. She had orange eyes, filled with wonder and a pink bow tie on her head. Her cutie mark was a... Wait, none of them had a cutie mark. The next filly was a white unicorn, with pink and purple swirls for a mane and tail. Her green eyes were a lighter colour. The last one was a orange pegasus, her wings were smaller and I didn't think she could fly. Her wild purple mane and tail went together with her purple eyes.

"Hey Applejack? Who are they?" I asked pointing to the three fillies who were talking among themselves. Applejack looked over, and chuckled.

"Hey Cutie Mark Crusaders! Comon over here." She yelled in their direction. The yellow one looked over, then said something and came running. _Cutie Mark Crusaders?_

"Hey sis, whats up?" _Sister? Well now I do see the resemblance, of all their mane to coat colours._

"I'd like y'all to meet Marshall, he is going to be helping down here on the farm." Applejack said while nodding my way. I stood up, and my height and species must of scared the fillies as they backed up a bit. I put on a big smile and kneeled down to them.

"Hey, I'm Marshall. I won't hurt any of you, just ask Applejack here." Applejack nodded her head.

"Yup, hes the one of the nicest, kindest, hardworking pony...er person I ever met." The yellow one's frown turned into a smile. She did remind me of her big sis.

"If Applejack's fine with him, then I am. My names Apple Bloom." Then the white one spoke up.

"My names Sweetie Belle. Wait, my sister told me about you before, you know her right? Rarity!" She hopped up a little and her voice cracked as she said her sisters name. _Pretty adorable. _The orange one spoke last.

"Names Scootaloo, I think I head Rainbow Dash mention you before. And no, were not sisters, although that would be awesome." Sounds like someone has an idol.

After they finished introducing themselves, Apple Bloom and Applejack talked for a bit before Apple Bloom and her friends started to walk away.

"Bye Applejack, bye Marshall. Come on girls, we have talents to figure out." They all walked off towards Ponyville.

"Hehe those silly fillies, always trying to get their cutie marks. They don't realize that it takes time for it to happen, they all have a special natural talent but they are completely, umm." Applejack stopped to think of a fitting word.

"Ambivalent to?" Seeing how they try everything possible, but not what their already good at.

"Yea, thanks Marsh." I scratched the back of my head.

"It's no problem AJ, lets get back to work shall we?" Applejack bucked her hind-hooves.

"Yee haw, a hard worker indeed, lets." Bucking the trees and carrying the bushels of apples to the barn is a lot of work, now I know why only earth ponies do this kind of work. After three more hours of work, I was exhausted, as was Applejack.

"There, that should be enough for today. You carry that last bushel of apples to the barn and I'll get your pay." Applejack told me while walking off towards the house. I carried the bushel of apples and put them down near the rest in the barn and walked out, putting my shirt again after dousing myself with water from an indoor hand pump and drying off with a towel that was hanging near by.

Applejack came up from the right with a small sack in her mouth. I took it and opened it up, inside there was about fifty gold coins inside.

"There, fifty bits. Now you can work any day you like from now on, just stop by and see if myself or Big Mac is here, and we will set you up." I attached the sack to my jeans belt loop.

"Thanks Applejack." I waved and turned to leave back to Ponyville.

She turned around and yelped in pain. "Whats wrong AJ?" I asked, worried that my friend was hurt. "Ah, it's nothing, think ah pulled a muscle in my back from bucking." She sat down trying to massage her back.

"Here, let me help you, I can reach your back better then you can." I tried to give her a reassuring smile.

"Well, alright. You just wanna help. Well, get to it." She said as she laid down. I stood over her and sat down on her extreme lower back, and let my hands get to work. I kneaded her muscles in her back, while not easy, it seemed to be working as she sighed and let out the occasional moan.

"Man, you're mighty good at this. Your fingers get right where the need to, oh Celestia that's good." She was cut off as I dug my fingers where the muscles were the tightest.

"You only pulled a muscle, I should be done soon." I was hard to get the muscles massaged, because they were huge and strong! "There, now take it easy for a bit." I got off of her and she stood up stretching.

"I feel better then an apple in a tree. Thanks Marshall, I've never felt this relaxed." I blushed at the praise I was getting.

"Glad I could help AJ." I interlace my fingers and cracked the joints.

I stuck out my hand for a hand shake. She only giggled and smiled. "You're not gettin off that easy." And she jumped up and put her fore-hooves around my neck. I smiled as I warped my arm around her back.

"Now I better be seeing ya here two days from now ya hear. Your the best worker I've ever had, both on orchard, hehe and off it." She whispered in my ear. My cheeks flushing at her playful flirting. She pulled back as smirked.

"Gee, you're redder then Big Mac." She giggled.

"Eeyup." Big Mac said while walking by. I blushed harder, and turned to leave.

"See ya AJ!" I called out as I headed towards Ponyville.

As I neared Ponyville I heard a yelp and someone laughing meanly. I ran off in the direction and saw Fluttershy on the ground crying as a Griffon was laughing at her. _Who does she think she is huh?_

"Shut it dweeb, I came for my revenge for making me look bad, and I'm starting with you!" I stood there and yelled at her.

"Over my dead body!" She stopped and looked at me.

"Who or what are you supposed to be?" My eyebrows narrowed as I stared at her.

"I will be kicking your ass if you dare as lay a claw on her." She seemed kinda startled as she back away from Fluttershy. I walked over to her and held her.

"Go to Ponyville and get help, I will deal with this bully." Fluttershy looked at me, tears streaming down her face, she was bleeding a bit from her nose. I snapped, I turned towards the Griffon who took up a fighting stance.

"Out of my way, or I will have to kill you." She said smugly, being all tough. I looked at her, tunnel vision taking over, my vision becoming a slight red tint. All reason went out the window, this bitch was going to get her punishment.

"You hit her, I will fucking kill you bitch." I ran at her, she was in a little bit of shock, but tried to strike me with her right claw, I ducked but I was not quick enough as she caught my left shoulder. I was unfazed, as I ducked down right and pushed off the ground with my leg and hit her as hard as I could, right in the ribs. She flew a couple of feet and hit the ground. I looked at my shoulder, now oozing blood, I ripped the remains of my shirt off and was ready to continue this fight. She coughed up a bit of blood.

"Why you little." She flew at me full force and I narrowly managed to dodge, however her tail wrapped around my leg and sent me to the ground. She turned around and brought her claw up above her head.

"Say good night." Slashed her claw towards my chest, but my right hand went sailing up into her face and she recoiled, I did a back roll to get to my feet. I looked down and saw that while I managed to save my life, my chest had three claw marks, starting to leak blood. I looked up and she was flying at me and kicked me right in the face. My head impacted the ground, my vision blurred. I tried to stand up, having trouble keeping balance.

"You dweeb, I will kill you." She came again towards me, I wasn't going to be able to defend my self again, then I remembered. Applejack gave me a small working knife. I reached in my pocket and pulled it out, putting the blade in between me and her. She impacted the knife and took a swing at my chest. Her claws making a gash across me, but nothing that was serious. I hit the ground, wind knocked out of me. Then I heard her scream.

"What the... A knife? Fuck, now you are really going to get it." I felt her get to her feet and I knew I was a goner.

"Oh no you don't." That voice, it was Applejack!

I heard the Griffon yell as she got further away from me, the ground shook a bit as I presume she hit the ground.

"And if you ever come back around here again, we will finish you off for good." I heard Rainbow Dash from high above me. I heard other foot steps, and wings flapping come closer.

"Oh my god Marshall, this is all my fault." I heard Fluttershy say as she sat next to me. "I'm still alive girls, no need to worry. Gah." I coughed up a bit of blood, and heard gasps all around. I opened my eyes and saw Twilight and Fluttershy looking down at me. Fluttershy looked at Twilight.

"Use your magic to carry him to my house, I will fix him up when we get there."

The trip to Fluttershy's was a relative short one. With the only one speaking was Fluttershy asking if I was ok from time to time. I reached towards her with my left hand and she put her hoof in it, which I held tight. If I passed out I wanted them to know so. We soon got to her house and the set me down on the table.

Fluttershy got right to work, disinfecting my wounds and warping them up with bandages, with Twilight helping her. My chest was the hardest, I think Gilda fractured a rib. I winced in pain as they tightly wrapped my shoulder.

"Oww, easy on the shoulder please." Fluttershy's eyes teared up a bit. Not purposly hurting me, but needed to, to make me better in the end.

"Sorry, but this needs to be tight." I looked at her, and brought my hand to her muzzle and rubbed her face a bit.

"I know, sorry. And thanks for looking after me" She blushed.

"No thank you for saving me from Gilda. She is super mean, and she kicked me in the nose. I'm glad it's not broken. But back to you. And, done." She backed up a bit, as did Twilight.

I looked at my chest and shoulder. They were wrapped up nice and snug.

"Thanks Flutters, and you all for helping me out." Fluttershy came closer, lightly hugged me and spoke up out of character.

"No thank you Marshall, you saved me from her. You put your life on the line to save me." She blushed a bit and whispered in my ear. "You're my hero."

Rainbow Dash popped in. "Man, you sure showed her a lesson, you gotta tell me all the details about it. That must of been so cool watching you kick her butt. I didn't think of you to be a tough one Marsh." I shook my head.

"I'm not tough, after I seen her make my friend cry, I tried to get her to back off, but when I seen Fluttershy was bleeding, I snapped." I yawned. "Time for bed I think." Everypony nodded and started to leave.

"Fluttershy? You mind if I stay here tonight, I'm pretty tired and I don't think I can travel far." She nodded. "Thanks Flutter." I whispered in her ear and kissed her on the cheek. She meeped softly, her cheeks flushing red. Thinking I had gone a little to far "Sorry if I went to far Flutters, I wanted to show how thankful I am that you were brave and got help for me, and patched me up."

After saying good by to our friends Fluttershy came back into the room.

"You can sleep up stairs, and I will sleep down here." I frowned.

"Nonsense, I will sleep down here. This is your house, you should sleep on your own bed." She smiled and blushed a bit.

"How about w...we both sleep up stairs, there is more then enough room." Now it was my turn to blush.

"I guess we could, if you want to." Her face was beaming.

"I'm going to wash up, I'll be in shortly." She flew up the stairs and went into the bathroom. I got off the couch where I was sitting and limped towards the stairs and slowly hopped up them. Just as I was about to turn into the bed room, the bathroom door opened up and Fluttershy flew out, eyes closes humming a sweet tune.

"Wow, I wonder what your singing voice sounds like." I said, she meeped and her wings locked to her sides. I managed to catch her before she fell to the floor.

"Did I startle you?" I asked. She nodded. "Come on, lets get to sleep, we both had a big day." She followed right behind me as I walked to the left side of the bed. I took my pants off, and Fluttershy meeped and blushed as I did so. Chuckling to myself, I got under her covers, and she flew overhead to the other side, and I covered her up. I laid on my back, not wanting to put any pressure on my wounds.

"Hey Marshall... You mind if we.. umm..cu.." Fluttershy's quiet voice pierced the darkness. She wanted to cuddle, how to say no to her. I chuckled lightly.

"Sure Flutters." I lifted my right arm and she laid her head onto my shoulder, I rested my right arm down the length of her body. "Thanks Marshall. You're so kind to me." I started to stroke my hand down her side. She let out a small sigh.

"You hand feels so good, and your breathing is so deep and relaxing." I felt a warm heat near her head.

"Flutters, are you blushing?" A small eep confirmed my suspicions. "Umm... a little. Oh Marshall don't hate me." I looked down at her, she was on the brink of tears.

"Whats wrong Flutter?" She looked up at me, her eyes glossy, and her cheeks red.

"I...I..love you." She brought her lips closer to mine, my heart started beating harder, time seemed so slow as our lips connected. Her lips tasted like fresh mint, they were glossy and warm. She let out a small moan as her tongue slipped out and licked against my lips seeking entry. I opened up, our tongues battling for dominance, she shuddered as she felt my tongue piercing against her tongue, which I pressed against hers. I soon broke the kiss, she was slightly panting and her eyes were half way closed.

"How was that? Flutter?" A small smile crept over my face.

"That was fantastic Marshall." She nuzzled me.

"Hey Flutters." She looked up at me. Her eyes sparkling and her fore-hoove rubbing over my chest, giving me a tingly feeling in my stomach.

"Yea Marsh?" I gazed deep into her eyes. A look of hope and wanting in her eyes.

You mind if I have another kiss?" Her face was red, and she nodded. I flipped on top of her, I braced my left arm over her head, and brought my right hand to her muzzle and lifted it up a bit. Her eyes sparkled with joy, as our lips connected. Her eyes closed, a small moan creeping from her throat. Her body started moving a bit.

This time I dove my tongue into her mouth. They both danced in between our mouths. Let out a deep moan from deep in my throat, and she let out one of her lighter ones. I tried to pull back but she grabbed the side of my head.

"No, I'm not done yet" She pulled my lips back to hers. _I've never seen her so demanding. _She started moving her body more a couple of minutes I broke the kiss. She was panting heavily and her face was flushed.

I was still straddled on top of her, when I noticed a sweet smell. I sniff the air, trying to figure out what it was. I looked down at her, and she had her eyes closed. I felt a wet spot on my leg and pieced together what happened.

"Fluttershy is that your..." She nodded. "Did I make that happen." Again she nodded. My leg was rubbing against her cunny, and I made her cum on my leg. My face flustered. "I'm so sorry Fluttershy, I didn't kn.." She pressed her hoof against my lips.

"It was my fault, I rubbed against you, I couldn't help myself. It felt so good." She brought her fore-hooves up to her face and tried to hide behind them.

"Now now Fluttershy, it's fine. Sometime pleasure can overtake your body." I reached for her hooves and pulled them away from her face. "Don't cry." I wiped the tears off of her face. My erection poked into her belly as I leaned forward.

She yelped a bit. "Uhh Marsh... is that your..." Her face was flushed, her eyes glazed over again. Her blue eyes becoming a dull icy blue. I blushed, the second time this has happened.

"Umm yea. But don't worry about it." I told her, halfhearted, no commitment to my voice. I didn't want to offend her, but its been three days and with what Twilight did last night, I was going to make a trip to the bathroom real soon.

"I can help you... I mean, if you want." I was shocked, the normally timid pegasus wanted to help me with my, problem.

"I don't want you to do any-" She put her hoof to my mouth and said the thing I wanted to hear most, in the most seductive tone I heard.

"But I want to"

Those four words, and all reason was thrown out the window. I looked down at her, and her fore-hooves were travelling south. They soon reached my boxers., they both meet up in the middle at the same time. I grunted as they put just enough pressure onto my cock and started slowly stroking it up and down.

"Here let me lay on my back and give you a better position." She nodded and I rolled off of her, she was quick as she got between my legs and got back to work. Her legs felt wonderful against my cock. _This is amazing._ I soon felt her stop and tug at the waistband with her mouth. She soon got it around my cock and gasped. It was a bit longer then average, at 7.5 inches. To a pony like her, it was right around the best size.

"Oh my... its...so big." She mumbled and started reaching for it again, her fore-hooves grabbing it just right and squeezing it just in the right ways. "Am I...doing all right." She looked at me with sparkling eyes.

"Oh yes Flutters, you're doing a fantastic job." I moaned, all this time with no sexual acts preformed on you, while another uses you to get herself off. It really gets you going.

She started to stroke it faster and harder, getting more into it herself. After a couple of minutes, she leaned her head down and pushed her hoofs down to my groin. She started licking the head, swirling her tongue all around it. Placing fast little licks on the very top before giving it a kiss and pulling back.

"How was that Marshall?" Her voice as seductive as it was before.

"That was amazing Fluttershy, I'm getting close," I leaned back and prepared to let it all out.

"Good, cum for me Marsh." She sped up her jerking, the little bit of pain was far exceeded by the pleasure. I felt her put the head in her mouth and started to swirl her tongue around it again. That was the final straw, I couldn't hold it in any longer.

"I'm cumming!" She pulled back a bit, still jerking me off with her tongue right under the tip of my cock. I felt my cum boil, and then I let lose a strand after strand of cum into, and onto, her mouth and muzzle. She got excited after the first strand of gooey white cum landed on her tongue, that she took about two inches into her mouth, swirling her tongue around my shaft. _Oh sweet Celestia, her mouth is like an angels. _She started moaning, as I shot the rest of my load into her mouth. I felt her start to swallow it, this was the most hottest thing ever. Here I was, a couple of days in Equestria, and I had the shyest pony just loving my cum as it tingled her taste buds.

She didn't stop until all of my cum was gone. She cleaned my cock with her tongue, coaxing out any drops she could find. After a minute or so, she stopped and licked her lips, a lone strand going over her muzzle which she quickly licked off.

"Oh wow, you taste great, I wish there was more" She sheepishly said while cleaning off her face, with a small playful pout. I basked in the afterglow of the most powerful orgasm I had ever had, and it was at the hands...er hooves of Fluttershy no less!

"Fluttershy, that was amazing, I...I don't even know what to say." She lightly put her hoof to my lips. And started into my eyes, and giggled slightly.

"You don't have to say anything Marsh. Now lets get some sleep." She rolled off me and snuggled into my left shoulder. I started running my fingers through her mane, she whimpered and was soon asleep. I laid there for a couple of minutes, thinking. _Geez, who knew that Fluttershy would do something like that. She must of really enjoyed it, I may have to return the favour. So first Twilight, and now Fluttershy. But which one to choose? And what about the others? Oh well, tomorrow is a new day, with new adventures._

**Fourth Chapter. This was more of a filler chapter. I plan to go onto Rarity next chapter. Thinking of it being a herd, or "What if's" That I will right, they will be concidered "non-canon" So I can give a bunch of characters the chance. Then pick which one is the best to continue with. Thanks for reading, and as always. Suggestions are always welecome!**


	5. Recovery

**Here it is Chapter 5, longest one yet, 6000+ words of story. I indroduced a couple more characters, and wrote in a lot more detail then ever. I write these for you people and any suggestions are much appreaciated. Thanks for reading!**

The birds were chirping as the sun just came up over the horizon, and shined through the windows and over the bed. Both me and Fluttershy were laying in it. I was on my back, on the left side of the bed, the blanket pulled up to my waist. Fluttershy was curled up on my right side, her head laying across my chest. Her body heat, was warm and soothing, her pink mane was draped over her, her body rising slowly, in turn with her breaths. I opened my eyes and looked down at her sleeping peacefully. My eyes wandered to myself, I was still wrapped up pretty tight. The white bandages had black tints around where I was cut. _Man I need a bath, all that working and then that fight, I feel gross. _I looked down at Fluttershy, she was so peaceful, I couldn't wake her up. So I decided to lay there for a while until she woke up.

My fingers found their way back to her mane, and I ran them through it. Her hair was smooth, soft, and smelled of strawberries. "Hehe, good morning Marshall." Fluttershy giggled, as she began to wake up.

I looked down and saw her cyan eyes staring back at me. "Good morning, did you sleep well?" My hand not stopping.

She closed her eyes and smiled. "Oh yes I did, it's nice to sleep with someone and cuddle through the night." She had a small blush as she nodded.

I chuckled. "Well, I should take a shower." I tried to move, my muscles were a bit sore. "Or a bath." I gripped my chest with my good arm. Fluttershy whimpered, knowing I was in pain.

"Go easy, here let me help you, you need to be gentle with these wounds." She was serious, and I nodded. There was no way I was going to mess with these wounds myself.

"Thanks Fluttershy, after this we can go and get breakfast, my treat." I got up from the bed and walked to the bathroom with Fluttershy right behind me. I stood back and let Fluttershy do all the work. She had the water to just the right temperature, and added a special healing liquid to the bath.

"This will clean your wounds, and make them heal faster." She pouted a bit. "But it's going to hurt a little bit." She didn't want to cause me any pain.

"I'll be fine Fluttershy, thanks for the consideration." I patted her on the back. Just then we heard a knock at the door.

"Fluttershy!? It's me Twilight!" The door opened and I heard her enter downstairs. Fluttershy went towards the door.

"Were up her Twilight! Just setting up a bath for Marshall." Twilight came up the stairs and walked into the room, a neatly stack of clothed floating beside her.

"Here Marshall, I know how your last shirt go ruined, and thought you would like some clean clothes." She smiled. I took the clothed before giving her a one armed hug.

"Thanks Twilight, I needed some clean clothes." I put the clothes onto the counter and went over to the tub so see how it filled. Both ponies were talking in the back ground, but I couldn't hear what they were saying over the water pouring out of the tap. After a minute or so, I deemed the tub was full enough and shut the water off. Hearing giggles from behind me I assumed they were done talking.

"You girls mind leaving till I get into the tub?" I turned and they were both already gone and the door was being shut. _Well, that was easy. _I removed my boxers and climbed into the tub. _Ahh this doesn't hurt at all. _I looked at my bandages, I forgot I still had them on. "Fluttershy, I'm in now. You mind helping me take off my bandages?"

Fluttershy walked into the room, slightly flustered. _What were they talking about? _"Alright lets get these off and get your wounds cleaned out." She carefully started unwrapping my bandages. It took about three minutes or so, so finally get them all off. "There, they look pretty good. Now, sit back and relax Marsh."

I sighed as I laid back, and holy hell did it hurt. I winced at the pain, but did not recoil I kept right on going till my back was resting against the back of the tub. "Man, this hurts like crazy." My body tensed up and I shut my eyes.

Fluttershy gasped. "Oh no." She started pacing in place with her fore-hooves, knowing there was nothing she could do to help. It was going to hurt and I had to live with it.

"Hehe, don't worry about me Flutter. I'll be fine, it's not hurting so much anymore." I started to wash out my hair, the clean feeling was awesome. I ran my finger through my hair, mixing the shampoo through it, getting my hair completely soaped up.

"Fingers must be a good thing to have, I find it hard to get my mane completely washed." Fluttershy marvelled at the advantages of having fingers compared to her hoofs. She thought that I had the advantages in every thing over her.

I chuckled. "Well, you can fly, and you can run a lot longer then me. And other ponies can use magic, and carry a lot more then I can. You guys are physically better then I." I listed all the things that ponies can do that I can't or better then I can.

She giggled. "Well, you can hold things better, and your fingers feel way better then hoofs. And you can play your guitar, nopony else that I know can." I guess everypony has taken quite a liking to my music.

I sighed "I can't wait to get back to playing my guitar." I laughed a bit. I've just got the crap slashed out of me not even a week in, and I wanted to get back to my "normal" life that I barley had here. "I think I'm fitting in well around here."

Fluttershy was washing my back and chest for me. "Yup, you sure do Marshall." She was doing a wonderful job at washing my me, not to hard, just enough to get me washed. She started going lower and lower, over my abs, she slowed down but didn't stop.

"Umm, Fluttershy. I think I can clean myself... down there." Embarrassed, I blushed a bit. Knowing she did love me, I didn't want to hurt her feelings.

"Oh... sorry." She traced her hoof around my groin, and to my thighs and over my legs. Her eyes were watering a bit. Did she think that I didn't love her at all?

"Hey Fluttershy, I don't hate you. I love you all, but I haven't been here very long. I'd like to get to know all of you ponies some more before I make my choice." I reached up to her face and brought it towards mine, and gave her a friendly kiss on the cheek. "I did like what happened last night, but I'm not going any further with anypony yet until I know which one I want to be my girlfrie... marefriend."

She returned with a kiss on my cheek. "Thanks Marshall, I didn't know if you loved me back at all. As long as were friends, I will be fine." Now this is the best kind of friend anyone could ask for. "You're going to need this Marshall." She handed me the brush.

My cheeks flushed. "Umm I actuality prefer to do it by hand, much easier on the body." She giggled and handed me the bottle. I took it and undid the top. She started to leave, to give me privacy. "Thanks for the privacy Fluttershy." She closed the door and I stood up and washed my genitals. After washing all the soap off my body and out of my hair, I drained the tub a dried off as best as I could, my shoulder and chest being an exception. I didn't want any towel fibres to get in it. I finished getting cleaned up and dressed from the waist down, then I heard Fluttershy knocking at the door lightly.

"Are you decent? Can I come in?" She whispered in her cute little voice. _Man she is adorable._

"Yea, I'm decent. Now lets get wrapped up again." I took a seat on a stool she had in the bathroom. She opened the door and walked in. The walked over to a cabinet and took out a roll of bandages. She walked towards me and I took it from her mouth. I held onto the roll while she grabbed the end and started wrapping me again. It didn't hurt that much this time, a dull throbbing pain was the most I felt. Once again, she did a fantastic job, it was snug to my body and I barley felt it.

"There, now take it easy for a couple more days ok?" I nodded standing up. I rotated my shoulder, it felt pretty good. My stomach growled and Fluttershy giggled before her own stomach growled. "How about we go get some breakfast Marshall?"

"You betcha, lets get going." I put on my red long sleeve shirt, but brought the sleeves half way up my arms, and I went to the bedroom and grabbed my bag full of bits. _I'm gonna need these. _I left the room, and went down the stairs. Fluttershy was waiting for me just outside. She was finishing feeding her animals. After the put the food away she stretched in the morning sun, and she had saddlebags laying next to her. Walked up to her, petting her head as I pointed to the saddlebags. "Would you like some help getting those on?"

She turned her head and nodded. "Sure why not." I bent down and picked it up, putting it on her flank , I made sure they were tight enough that they wouldn't fall off, but not to tight. "After breakfast, I have some shopping to do. You can come if you like." She said as we started the walk to Ponyville.

I thought about it for a minute. "Well I have to see Rarity, I need at least a new shirt made to replace the one that was destroyed." Fluttershy nodded.

"Ok, if you see me at all, feel free to say hi, anytime." We continued our walk, the birds chirping. They were all sorts of different colours red to blue, orange and purple. And their voices were, singing? Flutttershy stopped and walked to the side of the road where the majority of the birds were. Her voice was beautiful as she started singing with the birds. I was flabbergasted! Her voice was the most soothing and beautiful voice I had ever heard. After singing their little tune, Fluttershy reached with her wing into one of her saddlebags and pulled out a little pouch. She held it with her mouth and used the tip of her wing to spread bird seed for them.

She turned around and saw how amazed I was. "Oops, I forgot you were there." Her face blushing a little.

"Oops? You were amazing! Your voice is of an angel." I smiled. "There's no need to be embarrassed about your singing voice, its amazing!" She giggled and blushed harder. "And I had no clue you could do that with your wings. But enough dilly dallying, lets get some food." She nodded and we went on our way again.

After a couple more minutes, we finally made it to town, and headed over to Sugarcube Corner. As we approached, we saw Pinkie Pie trotting towards the place and I called out to her. "Hey Pinkie! Over here!" She stopped and turned, seeing us she smiled and waved. She started bouncing our way, eyes closed. _How did she know where she was going?_

"Hiya Marshall, hiya Fluttershy! What are you guys doing here?" Her head tilting, and eyelashes fluttering.

"Were getting some breakfast, perhaps muffins." My stomach growled at the mention of food Pinkie beamed at me.

"Well then you came to the right place, Sugarcube Corner has plenty of delicious pastries." She pointed her hoof towards the place. "They are most defiantly mouth watering, gut filling, sweet-tooth craving place in all of Equestria." Man, I was more hungry now then ever before. "They have all kinds of things. Cakes, cupcakes, doughnuts, things I don't even know the name ofs, and yes even muffins." She tapped her hoofs together and swaying her head from side to side, like she was counting, and my mouth watered a bit.

"Yup they have the best muffins ever!" She stood on her hind legs and put her front ones into the air. Her tail started to twitch. "Uh oh, twitchy tail." Fluttershy gasped and flew into the store almost as fast as Rainbow Dash, with Pinkie Pie right behind her. _What is going on._ I heard someone yell out, I looked up and saw a grey pegasus mare, with blond hair falling from the sky. I moved to catch her, grabbing her around her waist with my right arm and fell to one knee, barley managing not to topple over.

"Hey are you ok miss?" I looked at her, she had her eyes closed. She was wearing brown sattlebags with a letter on it. Her cutie mark was a couple of bubbles.

"Thanks mister, I almost crashed... again." She opened her eyes and looked at me... or I assume she did. Her eyes were crossed and looked every which way but at me. "Let me introduce myself, I'm Derpy Hooves, but you can just call me Derpy. I'm the mailmare, but I heard someone say muffins, and I forgot to flap my wings." She giggled a bit and put her hoof to her mouth blushed a bit.

I chuckled. "Hi Derpy, I'm Marshall. And me and my friends were about to get some muffins, want one?" She nodded her head, and I put her back on her feet. She looked inside her saddlebags, and frowned.

"I don't have any mail for you Marshall, sorry. Speaking of which, I don't think I ever seen you around here before." She tapped her hoof on her chin.

"Well, I'm not from around here. I'm from a place called Earth. I only came here a handful of days ago, so I would expect no mail. But if I ever get some, I will be staying at the library for the time being. Or just find me around, I stand out against ponies, seeing as how I'm human." I explained to Derpy as I opened the door for her.

Pinkie Pie was sitting at a table with Fluttershy. "Pinkie what was with the tail twitch?"

Pinkie looked over at me and giggled. "Well, when my tails twitchy, something is going to fall. And it did, Derpy fell. I call it Pinkie sense." She put her hoof to her chest. _Well that's great, I guess._

"Well, I'm hungry, lets eat." I said and the three ponies nodded in agreement. Pinkie went through the doors to the kitchen and came back with eight blueberry muffins, and boy were they delicious. "Did you make these Pinkie. And do you work here?"

She laughed. "Ms Cake made these. And don't worry, these are on the house! Anyways her and Mr Cake own the store, I work here sometimes and I live upstairs. I also foal-sit for them from time to time." She picked up a muffin and ate it with one bite. I gave Derpy her two, she ate one but kept the other for later, putting it into her saddlebag, waving good bye as she left. We sat around talking and eating for about half an hour before Fluttershy got up and went to the market place.

"Well I best be going to Pinkie, I have to go to Rarity's and get another shirt for working at Sweet Apple Acres, but thanks for the muffins." I hugged her and she giggled.

"No problem Marshall, I have to get to work anyways." She waved good-bye as she went towards the kitchen. _Never a dull moment around here. _I walked around the town, toward Rarity's boutique. Some of the ponies whispering as I went by.

"That's Marshall, he defended Fluttershy and stepped up to Gilda." _Word was already getting out about that? _I shrugged it off their gossip and continued to Rarity's until a pony approached me.

"Hello, umm... are you Marshall?" I looked at her. She was a lighter aquamarine colour, her mane was a light cyan with white highlights, her eyes were a lighter brown/orange, and her cutie mark was a gold harp. I nodded, wondering why this pony was so interested in me. "Come on, I know you can talk. My name is Lyra Heartstrings." She had a wondering look in her eyes.

"Ye..yes I'm Marshall. Pleased to meet you Miss Heartstrings." She blushed a bit at my use of the formalities.

"Lyra is fine Marshall. So, you are a human right? I've never seen anything like you before." She circled me taking into detail every inch of my body. "You look strong, smart, and a little handsome." She giggled and I blushed a bit. What do you do when a pony says you're handsome and you never met her before. "And you're noble, standing up to Gilda like you did, coming to the defence of ponies." She almost poked me in the chest but I stopped her.

"Don't poke my chest please, I got a little hurt in my fight with Gilda, see." I pulled my shirt down at the neck a little to show my bandages. She gasped. "I'm fine now, and that bully won't be showing her face around here for a while." She nodded, half listening. She was staring intently at my fingers. Amazed, like the rest, but a little bit more, curiosity. I chuckled. "Yup, these fingers are pretty useful although, your magic is a lot more useful then my fingers."

She scratched her head with her hoof. "Well fingers do have a bonus." She leaned in towards me and whispered. "Would you mind scratching my mane a bit, I want to know what those fingers feel like. Pretty please." Damn ponies and their puppy dog looks, you couldn't say no to any of them.

"Fine." I laughed a bit, but trying to make it seem like a chore to do. She let out her own giggle, then a sigh as I ran my fingers through her mane. "That's the spot Marshall, hehe they feel funny, but so good." I rolled my eyes. What was it with ponies and my freaking fingers?

"Well, I have to get going to Rarity's place, I will see you later Lyra." I said while walking towards the Boutique, wanting to get my things done. She waved goodbye and went about her business as I headed to Rarity's again.

I soon arrived at Rarity's and opened the door, her little bell ringing as I did so. I heard her call from somewhere in the boutique. "Coming!" I looked around the place and seen all the different dresses she had. Some were big and frilly, some were smaller but still frilly. I looked over towards the sitting area and saw Sweetie Belle laying upside down with a frown her eyes closed, could of sworn she was sleeping.

I walked over to her and bent down. "Hey Sweetie Belle." I must of shocked her because she jumped and screeched a bit.

"Oh hey Marshall! What are you doing here?" Her voice cracking a bit, finally having someone to talk to her, instead of just laying there bored out of her skull. Her eyes filled with hope I wouldn't ignore her and entertain her for a bit.

"Well I need to ask Rarity to make as new shirt for my work, the last one got destroyed and I want one that I don't mind getting a little messy. Why aren't you with your friends?" She frowned and laid her head back on the seat, her ears flayed to her head.

"Apple Bloom is busy helping Applejack with apple things, and Scootaloo is busy learning to fly with Rainbow Dash. So I'm stuck here with Rarity." She laid her head in her hooves.

I was puzzled, and I looked around for Rarity. "But she is your sister, shouldn't you guys be doing something together?"

She sighed. "That's what everypony says, and I want to do stuff with her, but I just mess everything up. And her birthday is tomorrow and I want to do something special for her, but I don't know what. I've tried making her things, but every time I try, it ends badly." She pouted again.

"Well, what are you good at?" I sat next to her, hoping to help her find what she can do.

Sweetie Belle blushed a bit. "Well I like to sing, but I'm not sure I can sing in front of other ponies." Classic stage fright. I pet her mane from head, to the base of her neck.

"I can help you, I am a musician and I can help you not only write a song, but help you learn to sing in front of other ponies." I reassured her, hoping to get her out of the dumps.

She gasped. "You will?!" Her voice cracking a bit, as she jumped onto my lap and put her hooves on my stomach. I nodded, and she jumped off and started bouncing a bit. "Thank you, thank you, thank you Marshall! When should we get started?" She was very eager at hopefully being able to do something nice for her sister that didn't end badly.

"How about right after I'm done here? We need all the time we can get to make this song be the best it can be for Rarity. Meet me in the library in half an hour and we will get started." I beamed a smile at her, and she returned it.

"Do what for me?" Rarity came out from behind a curtain, her eye brow lifted as she walked towards us.

"Ah ah ah, can't tell you, it's a surprise." Sweetie Belle put her hoof in front of her and smiled. Rarity eeped and pulled back a bit. _Jeez, no way one little filly trying to do something can be that bad, can it? _"Don't worry, Marshall is going to help me." The little filly beamed up at me. Rarity's eyes following her sisters.

"Oh Marshall, nice to see you in better conditions, how are you dear?" She enquired, interested in how I was recovering.

"It is still tender, but I'm doing much better. Anyways, I have a question to ask you Rarity." She nodded and I continued. "As you know my last shirt was destroyed, I was wondering if you could make another, I need something for working at Sweet Apple Acres."

She swung her hoof in front of her. "Say no more, it shall be done. I just need you to follow me and I will get you sized up." Her grabbed my wrist in her mouth and walked towards her main design room. I looked back at Sweetie Belle and waved a little goodbye to her as I followed Rarity.

"Now then darling, what colour should we have you wear on the farm... hmm, blue? Yellow? How about red like the apples, or green like the grass." She started getting excited, as designs went though her mind.

"Umm, how about just a plain white shirt with the sleeves cut off?" I suggested, it would be as little clothes covering me as possible when I was working.

She thought about it for a moment. "Well, I guess. Does make sense. I will make you what you want dear. Please remove your shirt." She looked over the bandages, before she got to work, using her magic to pick up a pair of scissors, thread and cloth. She worked fast, getting the measurements, cutting, sewing and stitching all around her with barley any direct contact from her.

"That's awesome Rarity." I looked around, everything working together perfectly.

Rarity started singing, getting into it with just a shirt. _Man she loves this job._ "Piece by piece, snip by snip. Croup, dock, haunch, shoulders, hip. Thread by thread, primmed and, oops sorry, I forgot you were standing here dear." She blushed, and was set out of her trance. "Here, I am done." She flew the shirt over to me and was awesome.

It was light, and the wind could easily breath thorugh it, the perfect shirt to work on the farm. "Wow, thanks Rarity, now, how much is this?" I asked.

"Oh no no no no no, you saved Fluttershy, and perhaps more of us. And you got hurt doing so. This is free, my token of gratitude." She walked up to me, her white coat contrasted her blushing cheeks. "You were like a brave and heroic knight, I would of loved to see you heroically jump into the fray, putting your life on the line, I did saw the end of it, and you were a hero. Your wounds not stopping you from protecting us." She blinked slowly, and cracked a small smile.

"I just wanted to help my friend, I would of done the same for any of you. You girls mean the world to me. I couldn't imagine any of you getting hurt or worse yet, losing you girls." My eyes teared up. Rarity noticed and brought me a tissue.

"No need to cry Marshall, we are all still here, and we always will be." She paused and looked my in the eyes, they were sparkling a brilliant azure. "Would a hug make you feel better Marshall?" I nodded and I got on my right knee to be at the perfect level with her. She reared up on her hind legs and draped her left hoof over my right shoulder, and her right hoof under my left shoulder, keeping pressure off me as much as possible.

I soon felt better, and moved my arms away a bit. "No, I'm not ready for it to end, this is a perfect moment." She whispered in my ear. Before she started nibbling lightly on my ear lobe. Her tongue delicately licking it. The sensation sent tingles down my spine. I started to caress her mane, in slow but meaningful strokes.

"Seems like someone is a little frisky." I said to her.

She let out a small meep. "When I said we all love you Marshall, I meant it." She kissed me on the cheek and got off of me and took a couple of steps back. Her cheeks were flushed, her breathing was a bit heavy her mouth was agape and her tongue licked her dry lips.

I laughed a bit. "You weren't kidding eh Rarity." I flicked my tongue piercing around my lips, and she gasped.

"Is that what I think it is Marshall?" Her horn glowing lightly as she opened my mouth and saw it again "You do have a tongue piercing!" Her eyes became a bit glassy. I nodded and stuck it out for her to see on my own. Her horn stopped glowing, and she walked almost in a trance up to it and stared at it, licking her lips as she did so.

She stuck her hoof under my left leg and pulled it while she pushed my right shoulder and brought me to the ground. I looked up at her with questions racing through my head. "Please, I want to know what it feels like." She brought her lips closer so mine. I decided to take her up on this offer, but do it my way.

I grabbed her around her mid section and flipped her over, now I was the one on top. She yelped a bit, that turned into a small moan as I kissed her from her ear, to her neck then up to her nose. I stared her deep in the eyes, and she nodded. I slowly brought my face towards hers, she was practically squirming under me, perhaps never been the one underneath. Our lips touched and she wasted no time trying to drive her tongue into my mouth, but being a tease, I denied her any entrance. She let out sadder moans while she tried in vain to gain entry.

I finally gave her mercy and drove my tongue into her mouth. She was a bit taken back at this but soon go right into it. Our lips always moving against the others, our tongues swirling. I pushed the bottom of my piercing and let the top stick up an inch or so, as her tongue explored it. Licking around the top before swirling around the barbell. She moaned deep in her throat as she grabbed it lightly with her teeth and pulled my tongue out of my mouth. Once there she put her lips around it, and I stared at her as she practically sucked off my piercing. I let her continue for a couple of minutes until she stopped.

She panted sightly, cheeks completely red. "That was amazing Marshall, your lips feel amazing. And your piercing, it was so hot." She was lost in her own little world, imagining my barbell against her tongue.

"I never took you for one to lose her self control at all, but anyways, I have to meet Sweetie Belle in the library to get something ready for tomorrow." I got off of her and picked her up to her hooves. I put my shirt back on that I had discarded so she could measure me. "But I will catch you later Rarity." I picked up the new shirt she made me and waved goodbye and headed towards the library.

The walk to the library was a relative short one, now knowing my way around town made the trip much shorter. I soon was at the front door and heard voices from inside. I opened the door and saw Twilight sitting at a table with the Cutie Mark Crusaders; Sweetie Belle, Scootaloo, and Apple Bloom. Sweetie Belle looked over to the door and gasped, she ran over to me as fast as her little filly legs could carry her. "Marshall!"

I bent down and picked her up and twirled her around. "How's my excited little filly doing?" I put her down giggling. She pointed to her friends.

"They are going to help me get over my stage fright, oh and Twilight too." The mare and the two fillies all nodded.

I smiled. "Well then, lets get started!" The thee fillies all jumped up and down, as we made our way to my room. My stuff all ready set up. I was puzzled,_ I didn't leave it like this._

"I set up your thing Marsh, hope you don't mind." Twilight said while bringing in four pillows for them all to sit on. I just love the way they sit, the hooves tucked in. It was adorable. We soon got under-way.

I started playing slowly so Sweetie Belle could get the feel. "Now, just sing what you think should go, and follow the guitar, Twilight will write down the words you sing and you can make adjustments as we go along." Sweetie Belle nodded

After a couple of hours, we stopped and Twilight made us some lunch. Sweetie Belle was eager to get back to the song, so she ate quickly, as did I not wanting to disappoint the little filly. We were in that room for hours, making the song just right. I even got some backing tracks on my laptop recording program. "There, this will be the ultimate party for your sister, and a great gift for her." Sweetie Belle hugged me and gave me a little kiss on the cheek.

"Thanks Marshall! I would of never got this done in time for Rarity." I ruffled my fingers through her mane.

"No problem Sweetie, now get home and get some sleep, you have a big day tomorrow. And try not to sing to hard, you don't want to wear out your vocal chords before tomorrow." She nodded before trotting out of the room. I laid back on my bed, taking a deep breath and relaxing myself.

I heard a knock on my door and Twilight walked in."She sure was happy, you have a way with ponies you know Marsh."

I yawned. "I managed to piece that together, but you aren't that different from humans, just your body shape. Your more human then pony. You have personalities, smarts, looks, feelings, and different attributes that make you all special individuals. You all have deep characters that make me feel right at home. I love you girls more then anything in Equestria, more then anything on earth for that matter."

She was half smiling, on the brink of tears. She approached me and got on the bed before hugging me. "You're the best Marsh, I never knew what you thought about us, I though we were just like ordinary people, from your world. But I know that all of us mean something to you, and I can say on behalf of everypony, you mean a lot to us."

I turned to her. "I need to ask you something, promise not to tell anypony?" I looked at her with pleading eyes.

"Cross my heart and hope to fly, stick a cupcake in my eye." Her hoof doing the actions her words said.

"I know of at two different ponies who said they loved me, and a couple more I suspect do. I don't know what to do, I love them all, and I don't want to hurt the others feelings when I choose one." She was a bit puzzled and a bit flustered.

"Well follow your heart Marshall, do what you want. I'm sure the others will understand, as long as you don't leave them. And you continue being their friends." She tried to reassure me, but being sightly sad I may not love her back.

"Hey Twi, I was awake that night you know." She gasped before ducking her head down, and she sniffled. "I love you all, I don't know which one of you I love most. You all mean so much to me and I don't want to make any of you sad." She started crying, but tried to keep it in, she was shaking, tears sliding down her face at the guilt. I put my finger under her chin and brought her face up.

She tried to look at me, her tears streaming down her face. Her eyes, completely watered, I almost started crying. "Don't cry Twi, I'm not mad at you, you had an urge and that is completly normal. Now come here." I pulled her close to me and just let her cry it out for a bit. I stroked her mane and shushed her, trying to get her to calm down some. "There there Twi, it's ok."

She took her head off my chest and looked at me. "I...I...I" She mumbled, bring her face closer to mine. I just let it happen, her lips touched mine in a gentle entrancement, our lips moving in wave like motions never stopping.I broke the kiss and she laid her head on my shoulder. I moved her down to the bed and started to remove my clothes so I could get some sleep. I got into my bed next to Twilight and she cuddled into my shoulder like Fluttershy did. She slid up and kissed me on the lips. "Thanks Marshall." she laid back down, my hand running over her mane and down to her flank, before I wrapped it around her mid-section and snuggled in close with her.

"Good night and sweet dreams Twilight, my little book worm." She giggled a bit at the little nickname. I closed my eyes and slowly drifted off to sleep, anticipating what adventures awaited me tomorrow.


	6. A Day With Rarity

I walked out of the bathroom and went to my room, only dressed in a towel. I opened my door and saw Twilight on the bed, her flank in the air, and her tail moved to the side. Her hips rotating as she looked back at me with a look of lust in her eyes. "Please Marshall, I need this, and I know you want this." She flicked her tail around a little bit. I looked at her sex, it was moist and giving off a pleasant aroma, my cock quickly getting hard and tenting the towel in front of me. Twilight noticed it and licked her lips, and she rotated her hips more forcefully. "Please, hurry up."

I didn't argue and dropped my towel, I hopped onto the bed and help my cock in my hand. I rubbed it against her sex, coating the head in her juices. I lined it up and looked at her. "Make me a mare Marshall." I nodded and grabbed her hips in a death grip and thrust my hips as hard as I could. She squealed, I lost my grip on her and I couldn't move at all.

My eyes shot open and I saw Twilight on the floor, dazed. She rubbed her hoof on her head and my face went red. "So sorry Twilight I had a... really weird dream." I got up and picked her up and placed her on the bed.

"Ugg what could you possibly be dreaming about to push me off the bed like that?" A slight annoyance in her voice. Her horn glowed for a couple of seconds before she gasped and blushed heavily. "Well, now that is a weird dream."

"You read my mind didn't you, it was a dream I had no control over it or my body." I tried to explain to her but she just put her hoof to my mouth.

"Don't worry, it was only a dream, I forgive you for pushing me off the bed. Now lets get some breakfast." She got off the bed and used her magic to make the bed perfectly. I started to get dressed in some clothes, just to be decent for now. We both walked towards the kitchen and began to make breakfast. I helped more then ever, hoping to make it up to her. As soon as we were about done, we heard a knock at the door.

"I'll get it Twi." I walked towards the door and opened it up to see Vinyl Scratch stating there, a grin on her muzzle.

"Hey Marsh, you mind if I come in for a second." I moved out of the way and motioned her to come in. "Thanks, I need to talk to you." She walked in and sat down on a chair.

"Would you like some breakfast Vinyl?" I asked her, walking over to Twilight to continue making the rest of breakfast.

She giggled. "Sure, if you are offering that is." She waited a couple moments before adding. "Oops thanks guys." Me and Twilight chuckled, Twilight took her plate with her magic and I carried mine and Vinyl's over to the table. I set it down and front of her and she blushed a bit. "Oh wow, thank you Marshall, and you to Twilight, this looks delicious." She removed her glasses, and her red eyes were stunning like always. She noticed me looking at her and laughed. "The eyes throwing you off? Most ponies find my eyes disturbing, so I wear these glasses. And it helps during shows so the light doesn't shine in my eyes as hard.." She used her magic to pick up utensils and started chowing down.

I shook my head. "I actuality find them quite interesting and alluring. They go nice with your white coat and your electron blue hair." She coughed a bit on her food and blushed. And me and Twilight laughed a bit.

_She knows how to use utensils?Haha, I didn't think she knew how. _She noticed my chuckling, and retorted playfully. "What, didn't take me one to use these? Well I do, when I'm a guest at someponies place I like to be polite. Besides Living with Lyra, you have to learn to have manners." She rolled her eyes in slight annoyance

I looked at her. "You live with Lyra?" Twilight looked confused as I knew Lyra, and Vinyl nodded as she took another bite.

"Yup, and she told me about how your fingers feel on a ponies mane, hehe." She giggled. "Man this tastes great Twilight." Vinyl took her last bite and lifted her plate and place it into the sink. "Thanks you guys, this has to be the best breakfast I have ever had."

I finished my own meal and took my plate over to the sink. "So what did you want to talk about Vinyl?" I started washing the dishes.

"Well, Pinkie asked me do DJ Rarity's party, and I wanted to know if you could help me with it." She put her glasses on her head and walked over to me, smiling at me.

I nodded and raised my hand towards her. She giggled and brought her head closer to me and I pet her blue hair. "Ohh, now I see why Lyra kept on talking about it." She nuzzled her head into my hand more and close her eyes. I removed her glasses so they wouldn't fall off as she lost herself a bit.

"Hey now, there is now way it can feel that good." I looked over at Twilight and she gave me a look that said yea it does, I stopped and put Vinyls glasses back on top of her hair.

She sighed a little. "Thanks, that was pretty relaxing Marsh." She looked down a bit, she was blushing and she felt it. "Well, I think I got a little carried away. Anyways, the party is going to be held here tonight, so I will stop by later and we will get set up." She walked towards the door and I followed her to see her off. I opened the door and she looked at me with those ruby red eyes, she motioned for me to come down to her. I bent down, perhaps she wanted to tell me something she didn't want Twi to know.

As soon as my face was close to hers, she wrapped one hoof around my neck and hugged me. "Thanks for the breakfast, I much appreciate it." She kissed me on the cheek, and when I blushed she just giggled and put her glasses on her face and walked out the door. "I will see you later Marshall."

I was about to walk back inside when I noticed Fluttershy trotting towards the library, saddlebags on her flank. As soon as she saw me her face lit up and she took off flying towards me. "Marshall!" I held out my arms and caught her as she flew into my arms, I swung into the library, knocking the door closed with my foot.

I looked at her, she nuzzled my chest and gripped me tightly, not wanting to let go. "I think somepony missed me." She looked up, her cyan eyes sparkling and she giggled and nodded. "What are you up to Fluttershy?" I put her down and she opened her saddlebags and motioned for me to take what was inside. I pulled out a roll of bandage.

"We have to change your bandages remember?" She closed her eyes and smiled. _You are so cute Fluttershy._

"Thanks for looking out for me Flutter, lets go start the bath, did you remember the healing stuff?" She nodded and motioned to the other side of her saddlebag. I walked towards the bathroom and saw Twilight inside starting the bath for me. "Aw thanks Twilight." She looked at me and tilted her head to the side and smiled.

"It's no problem Marshall, you have a big day and need all the time you can." Twilight levitated the healing liquid from Fluttershy's saddlebag and they both went to the tub and go to work. I chuckled and went towards my room to get fresh clothes. I got a white shirt with black tribal designs and blue accents on it, and a blue rim on the collar and the sleeves, a pair of darker jeans with the knees and shins worn a lighter grey.

I walked back to the bathroom and hear the girls talking. "I know, they feel so soft and wet." I heard Fluttershy say quietly. I knocked on the door and they both eeped a bit and jumped, Fluttershy ending up in the air.

I laughed a bit. "Scare ya? Well I better get in the tub." They both blushed and went towards the door and Twilight closed it. I stripped and got into the tub, the water feeling good against my skin, then called out to Fluttershy. "I'm in!" Almost as soon as the words left my mouth the door was open and she came walking in, her cyan eyes sparkling and a small smile on her face.

"Now, lets get those bandages off of you Marsh." She bit lightly a end of the bandages, she flew up a bit and started going in circles, unwrapping the bandages from my body. Once she was done, she inspected the cuts. "They look great Marsh, you should be good in about another day or so." She started to run her hoofs over my back, and I have to admit, it felt really good. "Oh, you are so tense Marsh, relax and let Fluttershy make you feel better."

She hummed a tune as she massaged my back for me, pushing against all the tight muscles. "Thanks Flutter, you're the best." I took in a deep breath and exhaled slowly. "Now, mind I get onto washing myself." Fluttershy put her hoof to my lips.

"Let me take care of everything, you sit back, close your eyes and relax." She whispered before getting to work, dumping water over my head and getting shampoo to put in my hair. I just sat there and let her do her thing. She washed me with expertise, scrubbing me hard enough with a scrubber, but used her hoof for my chest, and was gentle. As she washed my abs she said. "I can continue if you want, it's nothing sexual, I want you to be clean." She asked me, remembering what happened last time.

I opened my eyes and looked at her. "As long as you don't try anything, be my guest. I will warn you though, it may get...well you know." I laid down my only rule, blushing as I didn't want to talk sexual to the naturally timid Fluttershy.

"Don't worry Marshall, I wouldn't do anything unless you said it was ok." She brought her hoof down and got to work washing. Her hoof traced my cock and went to my thighs and cleaned them. I squirmed a little at her touch, and she giggled. "I have on question, have you, you know since you got here?" I shook my head. She giggled again. She brought her hoof back up and pulled back a bit gasping. My cock was rock hard form that little touch. She looked at me and I blushed a bit. "I didn't think..." Her voice trialed off as she started washing it.

I much as I hate to admit it, it felt good, really good for her to be cleaning my cock, not trying to make me horny but it did. It throbbed all on its own and she gasped. "Umm, just ignore it." She looked up at me and nodded, going against natural urges and followed my wishes.

She quickly finished and drained the tub. Fluttershy closed her eyes and looked away as I got out and wrapped a towel around my waist. She then dried off the top half of me with a silky cloth,being extra careful with my front. I grabbed the bandages from off the bathroom counter and gave her the end, which she took in her mouth. She started wrapping me up, making sure it was snug and tight. "There, that should hold. This is the last time we have to bandage it up." She told me as she took a hold of the bandages from me and returned it to her saddlebags. She left the bathroom and I quickly got ready to start my day and went to my bedroom, making more adjustments to the song for Rarity for about a half and hour before Twilight called out.

"Marshall!, Rarity's here to see you!" _Rarity, I wonder what she wants._

"I will be right down, m'lady" I teased and heard giggles coming from down stairs and I heard hoofsteps coming up the stairs and stop in the middle of Twilight's room.

"Marshall? Marshall? Oh there you are, how are you today?" She batted her eyes, man she was beautiful.

"I am great Rarity, oh and happy birthday by the way." I smiled and lightly caressed her muzzle. She leaned into is and closed her eyes.

"Thank you dear, I was wondering." She pulled back and looked away. "Would it be possible for me to spend the day with you." She looked at my face and her eyes got bigger and she pouted.

"You don't have to beg Rarity, of course I will spend the day with you. How about we go on a picnic later for a late lunch?" I set to thinking and soon I had a big plan for her. Her eyes lit up and she squealed.

"Ohh yes, that sounds lovely, I shall get a blanket from my Boutique. Meet me there in say, half an hour?" I nodded. She squealed again and hopped up in down a bit. "So it's a date... I mean uhh." I petted her on the back, not wanting her mane to be messed up.

"Sure, sounds great Rarity." She blushed and left. I walked to my room and put my guitar in my gig bag I had. I walked down stairs and saw Twilight and Fluttershy making a picnic lunch, a couple of delicious looking sandwiches. "Huh?"

Twilight turned around and smiled. "Its our way to help you give her the best birthday. And there." She floated me over a small basket with our lunch in it.

I walked over and hugged them both. "Thanks guys, have a great day, we will be back later in time for the party." I walked out of the library and walked towards Rarity's. As I walked through Ponyville, I saw Rainbow Dash on a cloud just laying back.

"Hey RD!" I yelled out to her and she sat up looking around before looking down at me.

"Oh hey Marsh, I'll be down there in a second." She hopped off the cloud and dived down towards the ground. At about half way down, she started to flap her wings to slow herself down. "Uh oh!" She exclaimed now flailing her arms about, she was going much to fast to stop on her own.

"Keep flapping your wings, I will catch you." She gulped and did as I said, I jumped when she was about ten feet off the ground and caught her. The force of me going up and her going down, slowed her enough that I landed normally on the ground, with Rainbow Dash in my arm.

She looked up at me. "Thanks Marshall, hehe I guess I went a little to fast." I put her down on her hoofs and she looked up at me. "Let me make it up to you, wait where are you going?" She noticed my picnic stuff and my guitar.

"Rarity wanted to spend the day with me, so were having a picnic." I looked up and thought for a moment. "But there is something you can do, can you clear all the clouds out of the sky later on this evening? So we can look at the stars and the moon?" Rainbow Dash nodded her head.

"Hold on just give me a minute." She flew really fast away, leaving a rainbow trail, and came back about ten seconds later. "There and back in ten seconds flat." She had a little whistle in her mouth and I took it. "Anyways, just blow this little whistle and I will clear the clouds. Only I can hear it." I got down and hugged her. She stood there not knowing what to do, but quickly gave in.

"Thanks Dash, you're the best." She blushed a bit. Even after I tried breaking the hug, she clung on a bit. When her hooves hit the ground she stared at me with her magenta eyes. "You know, I think you have the most beautiful colour of eyes I have seen yet, the magenta really compliments your coat and mane." She blushed a bit harder.

"Umm thanks Marshall, you're sweet." She flew up a bit and kissed me on the cheek. "Laters!" She quickly flew off in the same direction she just came from. _Hehe, her and he tough girl act._

I continued walking to Rarity's when I saw Applejack pulling a cart full of baked apple goods. "Hey AJ." I walked over to her hugged her. "Hows the farm going? Man I haven't seen you in a couple days or so, I missed my country girl."

"Well howdy Marsh, I sure missed you down on the farm, what can I do ya for today?" I looked at her goods and decided to get an apple pie for me and Rarity to share later on tonight.

"I will take and apple pie, Rarity wanted to spend the day with me so were going on a picnic, and I want to make this day one she won't forget." Applejack chuckled and grabbed the best looking apple pie I had ever seen.

She handed me and apple pie. "This is on me, it is her birthday after all." I thanked her and headed off towards Rarity's.

After walking for a couple more minutes with out distractions, I finally arrived at Rarity's place. Rarity herself just leaving the Boutique with a red and white checkered blanket. "Hello Marshall, shall we go?"

"Follow me I know the perfect place." I held my hand out and she came up beside me, I draped my arm across her back and we walked out of Ponyville.

"This is a marvellous day for a picnic wouldn't you say Marshall?" I nodded in agreement, today was a great day, there were enough clouds in the sky to make it one of the best days.

We soon made it to the spot I had picked, it was up on a grassy hill next to a tree, with an overview of a lake. "It is a marvellous day, but not as marvellous as you Rarity." She blushed at my flirting.

"My my, you are a little flirt aren't you- ohh." She gasped As she seen the place I picked.

"Like it Rarity?" I turned to her, her mouth agape as she took in the scene around her.

"Like it? I love it, this is the best place for a picnic!" She used her magic and set the blanket down right under the tree. "There, how is that Marshall?" She looked over at me, her eyes half closed and she yawned. "Sorry, I had a late night last night making sure a order was filled for an important customer."

"Well then why don't we take a little nap here under the tree?" I sat on the blanket, and leaned against the tree. Rarity thought about it for a moment and yawned again before sitting in my lap.

"I don't want to get my coat dirty from the ground, you don't mind do you Marshall?" She looked at me with sleepy eyes, and I shook my head no. "Thanks dear." She laid her head down on my chest as she laid length wise on me, her face right under my chin. She was soon asleep, her elegance still kept up while she was sleeping. The sun rays blocked by the leaves on the tree, it made the right about of shade over us. My eye lids soon became heavy myself and I soon fell asleep as well.

My eyes opened and it looked like a couple of hours had passed. It looked to be around five o'clock, the sun was just above the horizon of the lake. I looked down at Rarity sleeping. I shook her a little. "Hey Rarity, time to get up Rarity." Her eyes slowly opened and started up at me, a smile creeping on her muzzle.

"You are pretty comfy Marsh, you know that?" She looked over towards the lake and saw the sun setting, she gasped and brought her hoof to her mouth. "Oh my, what a beautiful sight!" The sky was a pink/orange hue as it set over the lake. The water sparkling in the sunset.

I reached into the basket and pulled out half a sandwich that Twi and Fluttershy made for us. "Here, are you hungry?" I brought it near her face, and she nodded and blushed. She took a bite of it.

"Mmm these are delicious? Did you make these your self?" she took another bite and I shook my head no.

"I pulled some strings to make your day the best day it could be. Twilight and Fluttershy made these." I took a half for myself and showed her the apple pie. "That is from Applejack." I looked to the horizon and saw the sun had set and the moon was up a bit, but it was still a little cloudy. In the dark, Rarity's horn started glowing like a light. I pulled the whistle out of my pocket and blew it.

"What does that whistle do?" She looked at me questioningly and I pointed up. We both looked up and saw Rainbow Dash clearing all the clouds out of the sky, the moon giving off enough light so we could at least see a little.

"You did this all for me?: She looked at me with teary eyes. I smiled.

"It is your birthday and you deserve the best day, oh and that reminds me." I picked up my gig bag and took my guitar from it. "How about a little music while you enjoy, umm supper I guess?" I chuckled and she giggled and nodded.

I set my guitar on my shoulder and sat back against the tree and started playing. She laid down right in front of me, her magic acting as a light for the both of us to see around us. Soon she was swaying her head from side to side. "You know, you are really talented at that thing." She pointed to my guitar.

"Well, I am going to need to me on top of my game for tonight." She looked at me questioningly. "Yup this day isn't over yet, there is still one more big thing tonight, that Pinkie has in store for you."

"Oh Pinkie, let me guess a party?" We both laughed and I grabbed the apple pie I got from AJ.

"Want a slice?" I asked her, starting to cut it into pieces. She nodded and lifted a plate towards me and I put a slice onto it for her.

"Thank you darling." Then she took a bite. "This is delicious, Applejack has outdone herself this time." She took another bite as I continued playing. "This is the best night ever, eating wonderful food under the stars, to nice music and a amazing friend." She sighed. "I wish this would last forever." We both sat for a while talking and having a great time when I noticed Rainbow Dash heading in our direction, she saw the light coming off of Rarity's horn and swooped down to us.

"Hey guys, the party is about to start, get your lovey dovey butts back to Ponyville." She giggled and noticed the apple pie. "Hey you mind if I have a slab of that?" I cut her a slice and she gobbled it up. "Mmm that was good, anyways lets head back." I put my guitar away and gathered the rest of the stuff before I started heading off with Rarity and Rainbow.

As we were walking back, (Rainbow was flying) Rarity nudged my hand a couple of times with her head, before I got her message and brought it up over her and draped it over her shoulders. She got right up to me and looked up and smiled before she whispered. "Thanks Marshall, its getting cold out here." _Cold? It was a pretty warm night and she feels pretty warm. Probably just an excuse to give Rainbow Dash._

The trip back to the library was a relative short one, I noticed RD look back at us a couple of time and each time she looked jealous? I shook it off as we opened the door to the library, I let Rarity go in before me and Rainbow followed right behind her, her eyes locking to mine, again a look of want in them. "SURPRISE!" Everypony yelled and the lights shot on Rarity gasped as she was really surprised. I walked onto the stage and Vinyl noticed me and called out to me.

"Hey hey, Marsh, how was the date with Rarity?" She lifted her glasses, looking at me with one of her red eyes. I blushed and tried to explain nothing like that happened. "I'm just teasing ya Marshall. Anyways you ready to rock another party?" Before I could reply I heard horns. I turned towards the door and two pegasi flew into the library. They were wearing armour with gold highlights.

I then saw the biggest and one of the beautiful unicorn...pegasus... wait. She had a horn and wings, and another followed her in. The bigger one was white with gold accents and flowing hair that was pink, blue and a bunch of other colours, her cutie mark was a sun. Behind her was a smaller pegacorn? I don't know. That was a darker black/blue, her flowing hair was night time colours, her cutie mark was a moon. I was confused as the bigger one spoke. "Hello everypony, no need to bow, I am but a party guest here for Rarity's party." Twilight ran over to her and the big pony looked down at her with a motherly gaze. "Hello Twilight Sparkle, how is my number one student doing?"

"Oh very good Princess Celestia, oh and hi Princess Luna." _She is a princess and she has a sister? _I would like you to meet the one I wrote to you about before. Celestia and Luna followed Twi over to me and she pointed at me. "There he is." She was about as tall as me, I just stood there not knowing what to do.

"So, you are Marshall, a very different looking one you are." She looked me up and down. "I am Princess Celestia, but you can just call me Celestia, and this is my little sister Luna." Now Luna, while being a bit smaller then her sister, she still towered over the other ponies. Luna stood behind her sister and looked at me and blushed a bit.

"Pleased to meet you Celestia." I reached out to shake her hoof. I then walked towards princess Luna. "And pleasure to meet you Luna." Again I reached out to shake her hoof, which she shyly accepted. "I have one question, what are you? You have horns and wings." Luna spoke up before her sister.

"We are alicorns, we both have the power to use magic and fly." Luna came a bit more out from behind her sister.

"That's awesome. Magic of unicorns, and flying abilities of pegasi, and probably the strength of earth ponies." I picked up my guitar and they both looked at it curiously.

Celestia spoke first. "What is that human, oop, I mean Marshall?" I chuckled and plugged it in.

"This is a guitar, its a musical instrument, and ponies seem to like the music I can play on it." I strummed a power chord, and they both were amazed, as well as taking my fingers into mind.

"That is interesting, so those are fingers." Luna looked at me. "Do they feel good when they run through a ponies mane?" She looked up at her sister and then looked back at her mane flowing behind her.

"Well from what I can tell, they do. Would you like a try?" She blushed a bit and nodded. I reached towards her mane, but stopped. I looked at Luna and she just nodded. I put my fingers in the flowing mass and it felt like silk. She sighed a bit as I ran my fingers through her mane, Celestia giggled a bit and I brought my other hand to hers and she sighed as well. "I should open a shop and make ponies pay for my finger massages." Everypony chuckled a bit and I stopped. "Well I have to get on stage, I have some music to play."

I got back to the stage and went over to Vinyl. I set a CD on her table, she picked it up and looked at me. "Play this when I tell you to, it's from Sweetie Belle to Rarity." She nodded and brought her hoof up for a bump which I quickly did.

They party was going without a hitch, everypony was having a great time. Once it came time for presents, Sweetie Belle hopped up on stage, and I lowered a mic to her level. "I have a very special present for my sister, and I couldn't of done it with out Marshall here." She looked up and me and I turned to Vinyl and nodded. She nodded back and placed the CD on, the music soon coming on. I started putting the guitar line over top the backing track as Sweetie Belle started singing.

"To Rarity my sister, who knows I will always miss her. When we are not side by side, and at times when I just want to hide. You're the best sister anypony could ask for. Whether you make me smile or make me bored. And today is your special day, so can I ask you a question if I may. I know you are busy and have work in a bunch of piles. But could you make some time so spend with your sister for a little while?"

Her voice rang through the library as she kept the last note going for a bit. I saw Rarity galloping towards the stage, tears running down her face, a small smile on her muzzle. She tackled into Sweetie and started flat out crying. I finished the song with a little arpeggio. Looking back at the two, they were hugging each other tight as the crowd clapped their hooves together. I went over to the two and they were both crying a bit, I teared up a bit as well. "I will make time for you my little sister." She pet Sweetie Belle and held her close.

I brought one my hands to Sweetie Bells face and wiped a couple of tears off, and did the same for Rarity. "You did amazing Sweetie Belle. Come on, girls its a party, enough tears." The both looked at each other before nodding and they got to their hooves.

The rest of the party went better then ever, me and Vinyl both kept the tunes pumping and the lively hood going. A couple of hours later it was over, and everypony really liked it, including the Princesses. Everypony started filing out except for the Princesses, Twilight, Rarity, and Sweetie Belle was sleeping on her back. I put my guitar away and removed my shirt, thinking the royalty had left but was shocked to see Luna right behind me when I turned around. "Uhh umm hi Luna, umm its really warm in here." She giggled.

"Oh I don't mind, you played very well up there." Her eyes wandered to my chest and saw the bandages wrapped around me. "What has happened there? Here let me help you." Her horn glowed and I felt my skin start tickling. "There, all healed." I removed the bandages and looked at myself, not even a scar was left. I looked back at Luna, she was smiling.

"Thank you Luna, may I have a hug?" She nodded and we hugged, it was much easier because she was around my height. I felt her warm cheeks on my neck as she nuzzled into me. I soon broke the hug and Celestia approached me and giggled. "It seems my sister has made a new friend, and I hope I to can be your friend as well. You did an amazing job up there Marshall I was impressed at your skills and learned a bit about your interactions with the ponies of Ponyville." I thanked her. "May I have a hug before I leave." I blushed and nodded, she had to get down a bit to my level and she hummed a bit in her throat. "Thank you for an amazing show, I may want you and DJ PON-3 to play at the Grand Galloping Gala for me. Well goodbye everyone, I shall see you all at a later date." Her and Luna both walked out of the library and got onto their royal carriage thing, and were soon gone.

I waved goodbye and Rarity walked over to me, Sweetie Belle asleep on her back. "Marshall, would you mind walking me home? Sweetie Belle is a bit much to carry along with all the things I got." I yawned.

"Sure Rarity, no problem." I picked Sweetie Belle off of Rarity's back and cradled her in my arms as I opened the door for Rarity. "I will be back soon Twilight." She waved us off and we headed out.

"So, how was the party Rarity?" She looked up at me and smiled, her eyes half closed and a tired look on her face and she yawned.

"Oh it was splendid, this whole day was marvellous. Thank you for spending the day with me Marshall." I yawned myself.

"It was no problem, anything for you Rarity." I got closer to her and ran my fingers through her mane. "You don't mind do you?" She shook her head a bit and leaned into me. The walk to her house didn't take to long and we soon arrived, Rarity opened the door with her magic.

"Here follow me upstairs so you can put Sweetie Belle in her room she has here." I followed her up the stairs and into Sweetie Belles room. I laid her down on her bed and tucked her in and kissed her on the forehead.

"Good night Sweetie Belle, sweet dreams." I walked back to Rarity and she had a small grin on her face.

"Aww." She then turned and walked down the hall to what I presume her own room. "Could you tuck me in Marshall?" I giggled a bit and nodded. And followed her into her room.

She stood by her bed and looked at me. I picked her up and laid her under her covers. "Good night Rarity." She looked up at me with pleading eyes.

"Don't I get a good night kiss as well?" She pouted a little.

"Perhaps." I playfully teased her and we both giggled. I leaned down close to her face. "Would you like it here?" I pointed towards her forehead. "Or here?" I traced her lips with my finger. She kissed my finger. "Here it is then." I leaned down and kissed her on her lips, our eyes closing as the kiss held for about five seconds. I broke the kiss and caressed her face with my hand. "Sweet dreams birthday girl." I turned and left glancing back to see her sound asleep, a small smile on her face. I walked downstairs and opened the door to the outside world.

It was about midnight and I walked towards the library. I was a little scared not knowing what was out here at this time of night. _Don't worry, this is Ponyville, there is no way anything bad could happen to me out here right? _I glanced around and saw nothing but dark buildings. _Now I'm just freaking myself out, just start jogging to the library._

I picked up my pace and started jogging towards the library, and would you guess it! Nothing happened, I just spooked myself out, not quite used to Ponyville. _Back home, if you are out walking the streets at night, you are asking for trouble. _I opened the library door and looked around, the place looked like that party never even happened. I walked in and locked the door, looking around and spotting Twilight laying on a pillow on the floor at a small desk with an open book in front of it. _Oh Twilight._

I picked up the little pony and carried her to her bed before I covered her up and kiss her on the forehead. "Good night and sweet dreams Twily." I walked over to my room and closed my door. I got undressed and under the covers. I leaned over and made sure my alarm was on for tomorrow, I planned on working a bit down at Sweet Apple Acres tomorrow. _Better get some shut eye, got a big day tomorrow._ As sleep consumed me, my mind went blank and I felt like I sunk into the bed and the room felt like it was tilting every which way, and I fell into a deep sleep. Anticipating, what could possible happen tomorrow.

**Thanks for reading! I was bored a little today so I wrote all of chapter 6 in one day, no life right? Chapter 7 will be up in a couple of days, suggestions for who that will focus on is appreaciated. It will most likely be a Pinkie Chapter because I have yet to have her own chapter or big important part out of the mane 6. I'm thinking of having Marshall help the cutie mark crusaders and their bight ideas for fun later. Thanks for over 1500 views so far, I have been doing this for not even a week yet and this story seems to already have a handfull of people who are really enjoying it. Thank you all, I write these for you!**


	7. Return Of Gilda

**Hey, Chapter 7 is finally here, I ran out of ideas with Pinkie Pie, so it was kind of forced. The chapters that continue with RD prehaps? Anyways, time for the story.**

The sun was just up over the horizon when my alarm went off, signalling me to wake up and start my day. I rolled over and hit the snooze button, and turned back over. "Hehe, good morning sleepy head." I heard Twilight call from my door way. I rolled back and looked at her and smiled and yawned.

"Good morning Twi." I sat up and turned off my alarm. I got out of bed and stretched, and I heard Twilight walk down the stairs. I grabbed the white shirt that Rarity made for me for working on the apple farm, and a decently sized gem and a little note fell out. It read. "Marshall, this is for Spike, just in case he gets a little "protective" of me. Seeing as he has a crush on me, tell him it's from me and tell him of some things I have "said" and I will agree, he should be fine." I decided to put it in the pocket of my jeans as I put them on. I sat on the bed to put my shoes on, then after they were on I walked out my door and headed down the stairs. I saw Twilight sitting near a desk, her face in a book like always, and saw Spike back from Canterlot and he was wearing a apron and cooking breakfast. "Morning Spike."

I think I must of startled him a little because he jumped a bit and looked back at me. "Oh hey Marshall." He then narrowed his eyes a little. "Have a good day with Rarity?" _Wow, Rarity was right!_

"Actuality I did, she spoke about you a couple times and wanted me to give you this from her." I pulled the gem out of my pocket and handed it to Spike. His face lit up and he took the gem.

"From lady Rarity?!" His mouth watered and he got lost in his thoughts. He was about to eat the gem but stopped and looked at it, before he sighed and put it into the pocket of his apron. "So what did she say about me?" He looked up at me expectantly.

I decided to play along with my little ruse to get me out from between him and his crush. "Well, she talked about how she thinks you are cute and helpful. And some other things I don't really remember." I smiled hoping he would buy it. He blushed a bit and got back to making breakfast, he was in his own little world.

"I think I will skip out on breakfast here this morning, I will have a couple of apples at the farm this morning." I waved goodbye and was about to head out the door when I felt somepony jump on my back, their arms wrapping around my mid-section and I looked down and saw they were purple.

"Have a good day Marshall, don't work yourself to hard." Twilight giggled and hugged me as best as she could.

"Hehe, thanks Twi." She got off my back and kept of walking and I walked out the door into the early morning. The grass was still wet with dew, and there were only a couple of ponies just walking out of their houses beginning to start their day. I started walking towards Sweet Apple Acres, and saw Applejack pulling a cart full of apples towards the town, and Apple Bloom was walking beside her with a little saddlebag on her back with a red apple on it.

"Hey Applejack, Apple Bloom!" I called out to them and waved. They both spotted me and Applejack tilted her hat up and Apple Bloom waved. I then noticed Scootaloo coming up over a hill on my right and then Rarity and Sweetie Belle on my left. The three little fillies all came running towards me saying the same thing.

"Marshall!" I kneeled down and the thee fillies jumped at me, Apple Bloom in the middle, Scoots on the right and Sweetie Belle on the left. They all hugged me all over my front, I fell back a bit and landed on my butt, all of us laughing a bit.

"Hey girls, how are you?" I looked down at the three giggly fillies. Applejack and Rarity walked up laughing themselves. The three fillies let go off me and I stood up. "Hey Applejack, you mind me working today?" She looked taken back a bit, looking nervous.

"But what about your wounds? Don't wanna put to much stress on em." She pointed at me with her hoof. I shook my head and lifted my shirt, and showed them I didn't have anymore bandages, heck I didn't even have a scratch!

"Princess Luna used her magic to heal me, and I feel better then ever. Even if I was hurt, I need the money and I think you would like the help." I noticed how tired she looked and smiled at her and she nodded.

"Well, I sure would like the help Marsh, I sure missed you helpin round the farm." She smiled and tipped her hat upwards. "But these little fillies need to get goin to school. You wanna take Apple Bloom while I take this cart to the market?" I nodded and Apple Bloom smiled.

"Rarity, I can take Sweetie Belle as well, I will make sure all these little fillies are on time." I picked them up one my one and placed Sweetie Belle and Scootaloo on my shoulders and Apple Bloom on my head. "Lets get going you silly fillies." The giggled and I started walking before I set them down and we all walked towards their school. "So, how are you three?"

Sweetie Belle spoke up first. "I'm great, me and Rarity have never been closer, we both made breakfast. And I managed not to mess it up this morning!" She jumped a little bit.

"Me and mah sister have been bucking apples almost non stop, its a tough job carrying those bushels. I'm glad you are comin back to help on the farm Marsh." She let out a small sigh. "Man I'm plum tired."

"I'm feeling a bit tired, but I can now fly for a couple of seconds, watch this." Scootaloo flapped her little wings as hard as she could and she took about a foot off the ground for a couple of seconds. She fell back to her hoofs, before smiling.

I was puzzled. "I thought all pegausi could fly?" I looked at her for answers.

"Well,I haven't had someone teach me properly how to fly. I tried asking Rainbow Dash before, but she is always flying off everywhere." She looked down and looked really sad. I bent down and put my hand on her back.

"I will talk to her, she is sure to listen to me. You will be flying better in ten seconds flat." I grinned and I said one of RD's catchphrases. She looked up and me, her little wings flapping about a thousand times a minute, her face lit up and she gasped before she jumped and hugged me.

"Thanks Marshall. She is sure to listen to you." She dropped down and we looked forward and the school was just up on the hill.

"Eww, who is your new freaky friend blank flanks?" I heard a snooty little voice come from behind us. We turned around and the three fillies groaned.

"Hey, Marshall is a great person Diamond Tiara, much better then you." Apple Bloom spoke up. This Diamond Tiara was a pink filly with purple and white hair, her cutie mark was a tiara. I really didn't like her attitude one bit.

"Yeah right, what is he anyways?" said the other filly standing next to her. She was grey and had white and silver hair, her cutie mark was a spoon. I really didn't like their tones one bit, these school fillies were about to be taught a lesson.

"I'm a human, and I don't think I like your tone missy." I crossed my arms and glared down at her. She was a bit taken aback but raised her nose up in the air.

"Missy? Please, who do you think you are? Thinking you are cool with these blank flanks." She pointed and started laughing at the CMC. I narrowed my eyes, I have had it up to here with her.

"Blank flanks huh? Well they may not have their cutie marks, but they are better then you. Besides what does yours mean? A tiara? Seriously what kind of talent is that? By the way, I am an adult, so you had better respect me, and these three, or your parents are going to get wind of your behaviour, and I'm not one to play around. So you two better smarten up." I bent down and got close to the two bullies and saw the grey one gulp.

Diamond Tiara stepped back a bit before snorting. "Like I believe that, I don't care what you are but I doubt you are that old, hanging around with these blank flanks." She then took a step forward looked me right in the eyes. "And if you get in my face again you be sorry." Her voice wavering a bit, hoping to scare me, it didn't work one bit. I was curious to what this little bully was going to do if I did.

I chuckled and got closer to her. "So, go ahead make me sorry little filly." She was surprised but she turned around and bucked me as hard as she could in the nose, she wasn't that strong but it really did hurt. I moved my hand from my face and saw some blood.

"Ha, how to you like..." She gasped as she saw the blood running from my nose and over my new shirt. I kept my cool and removed my shirt and ripped a chunk off and placed it under my nose. I then grabbed her by the scruff of her neck and she started failing and yelled. "Hey, lemmie go, what are you doing, uhh." I gripped harder on a pressure point and she fell limp, I walked towards the school house, holding my nose with one hand, and the filly in the other.

The four fillies I had left behind were standing there mouths agape. "Now you learn what happens when you are a bully." I knocked on the door and their teacher opened it and gasped almost attacking me. "Hold on, she did this and she is fine. I'm pinching a pressure point, she bucked me in the nose when I stood up to her, this one is a big bully." The teacher opened the door with a stern look.

"Bring Diamond Tiara in here. You're Marshall, correct?" She looked and me worryingly as she noticed the blood. I nodded, and I put her into a chair. She started coming back around as I let go of her.

"Huh?" She looked up at her teacher and her eyes shot open. "Ms Cheerilee, this thing was bullying me.." Cheerilee glared down at her, and Diamond stopped talking.

"How dare you kick Marshall in the face, and bullying? You are the bully, your parents are going to hear about this." Diamond Tiara looked up and gasped but didn't protest, she just looked down and started crying. I suddenly felt a little bad for her. Something didn't add up here, I looked at Cheerilee.

"Wait a moment, I want to talk to her, you mind giving us some time here?" Cheerilee raised her eyebrow but left us alone. I sat down next to her and put my finger under her chin and got her to look at me. "So, why are you a bully." She tried to look away but I didn't let her. "If you talk to me, your parents might not have to hear about this." I gave her a reassuring smile. "I promise, cross my heart and hope to fly, stick a cupcake in my eye." I Pinkie swore. She looked up at me, a look of trust and hurting in her eyes.

"Well you see, I lived in Fillydelphia and I was bullied heavily about _my_ lack of a cutie mark. I was the only one who never had one in my class for about three months, I was bullied every day. I even got beaten up badly a couple of times, and I was threatened that if my parents ever found out it would become a lot worse. They didn't let up and beat me till I had bruises on my body, and sometimes I bled. But I never told anypony fearing what would happen if I did. My parents did question why I was bruised, but I never told them, so we moved here and I started being a bully so the same thing wouldn't happen all over again. I'm so sorry." She started crying again, her tears streaming down her face. She put her hoofs in her face, her body shaking. I reached out and embraced her in a comforting hug, she grabbed me as hard as she could and started crying onto my bare skin and what little shirt I had placed onto myself. I caressed her mane and soothed her, hoping to calm her down.

"That is long behind you, but becoming a bully isn't the right choice. So, you be good to everypony from now on and your parents won't hear a word of this." She started calming down and looked up at me.

"Why are you so nice to me after I did that." She pointed to my nose, which had stopped bleeding by now.

"Everypony deserves a second chance. I know you truly did not mean to hit me like that, and I'm hoping I didn't hurt you when I grabbed you. So you apologize to the CMC." She looked up, into my eyes.

"Do... do you think we can be friends?" I nodded and she hugged me again. "Thanks Marshall."

"Well I had better get going, I have some things to do, so I had better not hear that you are being mean to other ponies, and make sure your friend knows as well." I got up and she nodded. I turned and left the classroom and saw Cheerilee and the standing by the door, tears running down her cheeks. I turned to her and she looked up and me and smiled.

"You are an amazing person Marshall, I never knew about her past." She stared back into the room, and I wiped her tears away and waved goodbye. I walked out side and saw Applejack with Apple Bloom standing on her back, and Scootaloo and Sweetie Belle on the ground. I looked at the building and saw the window was open, they must of heard what happened. They all walked up to me and Sweetie Belle had a shirt in her magic, she struggled to keep it up and I took it from her. Applejack walked up to me and gave me a hug.

"Apple Bloom came a runnin when you went inside and told me what happened. And then we came here lickety split while the other girls went and got you a shirt to replace that one." She let got and pointed to the shirt, which was now a rag, that was in my hand.

"Thanks, Applejack if you don't mind, I would rather not work today, my nose is killing me hehe." I looked at my fingers and saw the blood on them. "And now would be a good time to wash up." I took the shirt and hugged the three fillies and started to walk back to the library. Once there I opened the door and Twilight was reading a book.

She turned towards the door. "Oh hi Mar- what happened to you?" She got up and rushed over looking at my face and the blood that stained the rag and my fingers.

"Just a little 'confrontation', I will tell you all about it while I get cleaned up." I walked towards the bathroom, Twilight right behind me. I started washing and explaining to her what happened. "And then I came back here." I just put on my new shirt, Twilight being quiet the whole story. I looked at her. "So? Whats wrong?"

She just looked at me, her eyes tearing up a bit. "You are the most amazing individual I know, skilled, compassionate, forgiving, you listen and give great advice. I just don't even know how to explain you at all Marshall." She blushed and had a glazed look in her eyes.

"Oh come on Twi, I'm not that great. I'm just a normal guy." I scratched the back of my head. She jumped and put her hooves onto my stomach and looked up at me, her eyes serious.

"No, you are a unique person. You have amazing attributes and a great personality." She tried to get closer to my face as best as she could. "You are smart, cool, strong, someone anypony can count on."

I was getting a little worried, she was getting lost in lust. "Twilight, calm down please. Don't let it consume you." She shook her head and looked at me with teary eyes.

"I'm so sorry Marshall, I got a little caught up in it. I just never thought anypony could be like you, all your attributes are just amazing." I ran my hand down her mane.

"It's ok twilight." I walked out of the bathroom and the door opened up and Pinkie Pie came bouncing in.

"Hello? Anypony in here?" She looked around a bit before she spotted us. "Hiya!" Me and Twilight both walked down the stairs and she met us halfway into the kitchen.

"Hey Pinkie. Whats up?" Pinkie giggled, and I raised my eyebrows wondering what was so funny?

"Oh nothing, I was walking around and decided to pop into the library and see two of my friends." She giggled again. And I laughed along with her. My stomach growled.

"Man I didn't have breakfast and its about time for lunch, you wanna get lunch Pinkie?" She nodded and started trotting towards the door. I turned and Twilight hovered my bag of bits towards me and I took it then tied it to my belt.

"Here, you are gonna need these. And don't mind me, I had a big breakfast, have fun you two." She turned and walked back to her book as I walked out the door following Pinkie Pie.

"So where do you plan on going for lunch Marshall?" Pinkie looked up at me as she trotted beside me.

"Well there I heard of this cafe that seems to have good food." We both kept on walking towards the cafe.

"So I heard what you did at the school today Marsh, and I must say, that was a pretty awesome and saddening at the same time." She looked up and me and smiled. We soon arrived at the cafe and took to a table outside. "Hmm, I think I will get a daisy sandwich, what are you going to get Marsh?"

I browsed the menu and found a pasta that was circles of cheese inside of pasta, it sounded delicious. "It think I'm going to get that I think." Pinkie smiled at me I turned around and saw the waiter walking away. "Well, that was easy." Pinkie giggled. Our food didn't take to long to get to us, and boy was it delicious.

"So Marshall, how are you liking your time here in Ponyville?" Pinkie suddenly asked, pretty out of character as she leaned onto the table and looked deep into my eyes.

"It's fantastic, its much better then back home. You girls make it all the better though, you are all friendly and kind, helpful and ponies I can count on. You really make living here all the better." Pinkie just smiled at me.

"You... wouldn't mind playing a couple of songs on your guitar would you Marshall?" She looked at me expectantly. I nodded and opened my bag of bits and placed eight on the table.

"That should over it, plus a little tip, lets get going then Pinkie." The walk back was almost in complete silence, Pinkie not bouncing but walking close to me, a couple of times my hand rubbed against her neck and she nudged it a bit. Finally understanding what she wanted I brought my hand up and put it over her mid-section. "You could of just asked ya know?" I looked at her smiling, and she looked kind of nervous and just nodded. "Never asked somepony for something like this?" She shook her head. _So this little lunch date was her first kind of date ever?_

We soon arrived at the library and there was a note on the door saying. "Out to lunch, be back soon." I opened the door for Pinkie and we both walked in, I closed the door behind me. "So, you have never went on a date with anypony before?"

She nervously looked around before shaking her hear no. "To be honest, I never had stronger feelings for anypony before." She started walking across the room and up the stairs. "Anyways, I wanna hear some music hehe." She giggled and I followed. When we got up to my room, she hopped up onto my bed and she laid down on her hooves at the foot of my bed. _Man I love how they all lay like that. _I walked over to my guitar case and opened it up.

"Did you really want to hear this, or just to spend time with me?" I looked over at me and she blushed, although it was hard to tell because of her pink coat.

"Umm, well, yea. I wanted to spend a little more time with you but I didn't know how to ask." She looked down kind of guiltily. I chuckled and closed my case and walked towards the bed, I sat down next to her and pet her curly mane.

"Aww come on now, no need to be upset, I don't mind spending time with my close friends. So what do you want to do?" I looked down at her, and she looked up at me.

"Well, now I would like to listen to some music, played by you." She adverted her eyes from my gaze, asking nervously.

I got up and walked over to my guitar again and got it out and set up. "So why are you acting so nervous around me Pinkie? You are usually not like this whats up?" She blushed a bit harder and didn't look me in the face.

"Well, have you ever had weird tummy feelings when you are around somepony that you like?" She looked at me, her eyes full of questioning. She had a crush on me.

"Well, it sounds like you have a crush on somepony Pinkie, it means you really like them." I looked at her and smiled. Her own smile coming on her muzzle. I plugged in my guitar and went to my docking station and scrolled through my songs I had. I decided to put on Everlong by Foo Fighters, a nice song. I turned the song on and I sat on the bed, letting the into play as I got comfortable next to Pinkie. Once the song got into the main part I started playing lead part.

When the vocals kicked in, I started singing along. And Pinkie leaned on my left arm and closed her eyes, just listening to the music and my voice. The song seemed to go on forever, but it did end and I hit that last note and looked at Pinkie. She had a small smile of content on her face and her cheek nuzzled into my upper arm. "You're really good at that Marshall." She giggled and I turned off the music, I put my guitar on a stand.

I walked back to my bed and laid at the top of it, I was tired out from the events today and I just felt a little sleepy. "Hehe, tired Marshall?" I heard Pinkie move from the foot of the bed towards the top and lay next to me. I brought my arm and pulled her halfway onto my and laid my arm over her.

"Mind if I take a little nap Pinkie." But she didn't answer, I heard her breathing was slow and steady. I yawned and started to drift off to sleep.

I awoke with a start, noticing Pinkie was no longer around. I saw a note attached to my door. I got up and waked over to it. It read. "Dear Marshall, sorry I had to leave, I would of told you but you looked so peaceful sleeping there. So I let you sleep and left quietly, and thanks for buying me lunch today, you're the best. Pinkie Pie."

I stretched my arms out and put the note on the desk, against the right side of the room. _Well now what._ I glanced out the window, the sun was still well up in the sky. Plenty_ of time left in the day. Might as well go out and look around I guess. _I left the room and went out the library doors and walked outside. I decided to take a walk around Ponyville and get better acquainted with the layout. I walked pass the market place and after a couple of minutes I found myself where I had never been before. I tried to find my way back, but the layout was pretty confusing. The buildings were abandoned, at least I think they were. They were run down older brick buildings and the sun didn't come over the roof tops so the streets were darker. I walked around for a half an hour before I kinda got worried. "How the heck do I get back?"

"You can follow me Marshall." I was surprised and spun around to find Lyra standing behind me.

I walked over and bent down then hugged her. "Thank you for showing up Lyra, I just went out for a little walk and I ended up here. And I have to clue how to get back." She blushed a bit.

"We I noticed you staring off into space and you walked into the old, run down area so I followed you, I figured you might get lost in here." She explained. "You want to come back to my place for some supper?" She started walking and I followed her.

"Thank you so much Lyra, I appreciate it." I said to her before a large shadowy figure jumped out from an alleyway and right in out path. Lyra gasped and I stepped in front of her. "Now just who are you and what do you want?" I asked the figure.

"You know me well Marshall." I gasped as the figure stepped into a more lighted area. It was Gilda, she was wrapped up around her chest. "I am here to kill you for doing this to me." She rubbed her claw over her chest. "And for humiliating me again." I took up a fighting pose, this fight may be our last.

"Just go away Gilda, I don't want to hurt you. Leave now or I will again." She laughed and took a step forward.

"Say goodbye to your lame pony friends because this will be the last time they will ever see you." Her eyes narrowed. "Closed casket."

She flew right at us, and I pushed Lyra out of the way just narrowly dodging Gilda. "Run, I will take care of her for good." I got back to my feet and Gilda came back she had her left claw sticking straight out and I knew I didn't have time do dodge again. So I grabbed her left claw with my left hand, and she stopped dead in her tracks, fighting to get her left arm out of my grip. I tripped her with my leg and hit her in the side with my right hand. My left leg kicking her straight in the chest. She fell back and wheezed a bit, before trying to attack again. I gave her a punch right to the face, she fell back and clutched her beak, my hand bled a bit but it didn't matter, I tried it again but she hit it to the side and went for my vitals with her free claw. I closed my eyes and prepared for the worst, but something hit me and sent me up and back.

"You leave him alone Gilda." I looked up to see Rainbow Dash flying, she was carrying be back to the ground. We landed and Rainbow hugged me. "She didn't hurt you did she?" Her voice quivering a tad.

"No, but she wants to." I looked back at her and she was more pissed then ever. She charged at me and I turned to see a fist and then black. I struggled to wake up, but I did eventuality. I wondered where Rainbow Dash was, I looked up and they her and Gilda both flying around.

"Marshall!" Rainbow Dash swooped down, she had a couple of cuts and bruises on her, tears running down her face, she grabbed onto me tightly. "I thought you were a goner, I can't keep flying I'm exhausted, can you get us out of here? She injured my right wing and I can't fly anymore." She was crying a bit, she was tired and beaten. I nodded.

"But I'm taking care of her first." As soon as I looked up Gilda came with a closed fist right at RD, I gasped and turned my body so it hit me right in the shoulder. It felt like it shattered but I jumped away from her, dropping RD down. "Fuck, I think she shattered my shoulder." The pain I was in was unreal, tears fell from my eyes in pain. I looked down at Rainbow, her magenta eyes watering.

"Don't worry about me, she doesn't care about you, just me. I will deal with her, to the death." She gasped. And I got up to my feet, careful not to move my left arm, and turned to Gilda who was laughing.

"I felt your shoulder crush under my fist haha you are so weak. Now lets finish this dweeb." She came at me again and I kneed her in the chest and smashed her in the face with my fist, this was going to be a fight to the death. "Ow fuck!" She jumped back and prepared for another strike, she moved to quickly for me to react and smashed me in the side as hard as she could and I smashed her in the face again sending her in the opposite direction of me. My ribs cracking at the impact and I flew and hit the ground. I coughed up some blood and RD came running at me.

"Marshall are you ok?" I looked at her, and she was crying, looking over my body.

"I don't know, she broke some ribs, I think and I think one of them punctured a lung." She gasped and started crying. "I might not live to much longer RD." She cried harder and put her hoofs on my face.

"No, don't say that Marshall, you can't die on us. We need you." She came closer to me. "I need you Marshall." I coughed again and spat out the blood that came in, each of my breaths becoming harder and shorter. "No no no no no no..." Her no's becoming gargled over her heaving and crying.

"Don't cry Rainbow, I don't want your pretty eyes to be tarnished." She looked at me.

"Marshall, I want you to know something, seeing as I may never see you again." Hey magenta eyes watering up as she came closer to my face. "I...I..." I reached up with my good hand and silenced her, then moved it to her face.

"Don't talk, just do what you want." She leaned down slowly and closed her eyes, her lips coming closer to mine and timed slowed as the came together. I felt her warm tears falling onto my face. She didn't move, so I started moving my lips and she followed my movements. Her tongue soon seeking entrance, and they danced between our mouths. I never wanted it to end but it became really hard to breathe, I push against her face and she reluctantly came off. "It's getting hard to breathe Rainbow, tell all the girls I love them all, and you know I love you to." I laid my head back, ready to accept my fate as I heard a pony land down.

"Marshall! THOU GILDA, BEGONE OR THOU SHALL FEEL MY WRATH!" I felt the ground shake as I heard... Luna! I heard Gilda yell and fly away. I opened my eyes and saw Luna galloping towards me.

"Luna please help Marshall! He is hurt badly, don't let him die on us." I heard RD say, my hearing starting to muffle out. Luna's horn started glowing as my vision faded into white. All of a sudden I took a deep breath, and it was easy, the pain gone. I blinked my eyes, my vision returning to normal, Rainbow Dash looking down at me.

"Thanks Luna." I rasped out and licked my lips. Rainbow's eyes lit up and they watered

"Marshall you're ok!" She grabbed onto my chest and started shaking again. "I thought I would never see you alive again." She was heaving, my chest wet, with her tears. I brought my hand up and ran it through her mane.

"You should be thanking Luna here." I looked up at her, she was crying a bit too. "How did you know I was out here." She pointed and I turned to see all my friends including Lyra galloping towards us.

"Lyra here found Twilight and she sent a letter to Celestia and I came here while she figures out what to do with Gilda." I picked up Rainbow Dash as she fell asleep on top of me.

"Well, I think that's enough for one day, I will take care of Rainbow Dash here." I looked down at the sleeping pony in my arms. "Lets head on home." I turned to Luna, and came closer to her and bent down. "Thank you Luna, you saved my life." I kissed her hoof and she blushed, it was noticeable compared to her dark coat. She nodded and took of flying.

I turned back to the other ponies and they all gave me a group hug. "Hey girls I'm fine now and thank you all." I looked down at RD. "But my little Dashie needs some sleep." I smiled as we all walked back to Ponyville.

As the rest of the ponies went back to their houses, Twilight and me walked back to the library. We said nothing until we got inside. "Good night Twilight." I walked to my room, with Dash in my arms. I laid her down on the bed before I stripped and got in beside her. "Good night my little Dashie." I gave her a little kiss on the forehead.

"Good night Marsh." She opened her eyes and smiled. I returned it and leaned down to her again. She closed her eyes as I kissed her on the lips, my tongue slipping past her lips and intertwining with hers. I moved my hand to her left wing and it suddenly shot open. I traced my fingers across the bone. I broke the kiss and she just laid there on her side. I grabbed her wing with both hands, fingertips tracing the end as my other hand massaged the muscles in it. "Oh Marshall, that feels great." I was puzzled, how could a wing massage feel this good so soon.

An idea popped into my mind. "Rainbow Dash are wings pleasure points?" I asked her and I stopped. She looked up at me with eyes that asked why I stopped. She nodded and started rubbing her hoof near my groin. Her magenta eyes half covered by the eye lids as I continued and she pressed harder. Her other hoof going towards her genitals. I grabbed her hoof and stopped her. She looked up at me. "Here stand up, I have an idea." She did as she was told and I seen her vagina leaking a bit. I laid down on the bed and grabbed her and we were in the sixty-nine position.

"Are you sure you want to Marshall?" She looked back at me.

"We both need this but if you don't want to I won't." I reached up towards her vagina and trailed my finger around her lips. She gasped and started fumbling with my boxers. She got them over my cock and gasped before she licked the head, running her tongue over the length of my cock. I pulled down on her back and she laid down on me, giving me better access to her vagina. I brought my mouth up to it, its pink tight folds were moist and I breathed on them. RD gasped and quivered a bit before she took the head into her mouth. I traced my tongue around her lips before flicking her clit a little. I then grabbed her hip with my right hand and grabbed her wing with my left and stared running it over it as I drove my tongue into her cunny. She moaned around my cock and took the whole thing down her throat. I kept on massaging her wing as I flicked my piercing against her clit. She started twirling her mouth around my cock and moaned in her throat sending pleasure tingling up my spine. I brought my hand off her hip and inserted my finger into her and started pumping the single digit in and out, as I brought my mouth and took her clit in and started sucking and licking it. Rainbows wing started flapping and I let go of it. She quickened her pace and I felt it I wouldn't be able to hold it much longer. I inserted another digit into her and removed my mouth from her clit. "Dashie, I'm about to cum." I brought my mouth back to her and she moaned as I flicked her clit with my tongue as fast as I could. She started thrusting her hips back before I felt her shudder and felt her walls convulse and squeeze my probing fingers. I removed my fingers and drove my tongue into her as deep as I could, licking all the juices I could find into my mouth. Just before she came I stuck a juice lubed finger into her ass and started thrusting that into her gently. I felt her bowels clench around my finger as she moaned out and drove my cock deep into her mouth. My tongue was clenched by her walls and I felt and tasted her juices as they squirted into my mouth. I finally couldn't hold it anymore and as she swirled her tongue around my head as it shot my seed down her throat. She felt it and brought it back into her mouth so she could taste my seed and pumped her head quickly and she squirted more into my mouth, I kept the pleasure for her on an all time high as I drove my finger as deep as I could into her ass and started thrusting them, she loved it and thrust her hips back to get more. I finally shot my last rope into her mouth, her tongue cleaning off my cock as she removed it from her mouth.

"Oh my gosh Marshall, that was fantastic." I felt her swallow what she had in her mouth before she licked her lips. I cleaned her cunny off, then flicked her clit for a second before I stopped and giggled.

"I agree with you the Dashie. I hope this doesn't change anything between us." She shook her head. I picked her up and placed her next to me, pulling up my boxers and laid back down into the pillow. "Good, I love all you girls, and its going to be hard to pick just one of you. You all have your separate personalities and all are enjoyable to be around." Dash slowly nodded her head.

"Yea, lets get some sleep now Marsh." She nuzzled her face into my shoulder and I warped my arm around her.

"Sweet dreams Dashie." She giggled and blushed a bit before we both drifted off to sleep. My mind thinking about the girls. _Which one to choose? It will be hard to choose just one. What would like be like with any of them?_

**Thanks for 2500 + views so far, and about 25 followers on this story so far. I might be doing the "What if's" Chapters starting next one. I don't know which one to continue with so suggestions are much appreciated. Just pm me with anything, I enjoy reading how much people like this series and I like to reply to every message. I can also clear anything up if something confuses people. Anyways thanks for reading!**


	8. The Gala part 1

**Big chapter, this is part one of two, the other will be uploaded as soon as it's done.**

Warm and cozy, the way I like to wake up in the morning. I opened my eyes a bit, to see Rainbow Dash sleeping peacefully next to me, my arm draped over her. She was laying on her left side, seeing as how her right wind was a bit injured. I brought my hand and caressed her face, my fingers going over a couple bruises and some dried up cuts. _Man, she really got a beating from Gilda. _I looked at her hair, and somehow it was even more wild, if she were smaller, she would look like a little filly. I just loved the way her hair dropped over her face, it covered her right eye if she let it. I snapped out of my little world and look back at her, she was smiling, cuddled up into me. She stirred a little, her eyes slowly opening. The brilliant magenta in them makes me smile. _She has the most unique eye colour._

She spoke softly, a little raspy even. "Good morning Marshall." She stretched as best as she could, but stopped. "Ugg, can't stretch my wings." She looked back at her wing a little grumpy.

"Here, I will run you a bath, we will clean all these cuts out and I will take a look at that wing." She blushed a bit and looked at her wing. I closed my eyes and shook my head. "I just want to take a look at that wind RD, nothing to be embarrassed about." She looked up at me and nodded.

"Well, lets get going then. I feel gross from the dried up blood." She stood up and walked towards the door, I got up myself and got some clothes. A black and grey striped v-neck t shirt and some jeans. I walked towards the bathroom, following Dash. We got in and I set my clothes down and turned the water on. Rainbow looked at my clothes. "Are you getting in two?" She looked at me, a small blush on her face.

I shook my head. "I plan on getting in after you." Dash looked at me before looking away and closing her eyes.

"Well, if you don't try anything, we can bathe together to save time you know." She blushed as she tried to keep up her tough image.

"Well, it would make this quicker." I looked at her, her left eye opened a bit. "You got a deal, but you have to turn around while I get in." She closed her eye and blushed harder before she turned around. I shut off the water and removed my boxers and was about to get in. I heard a womping sound and looked back at RD, she had her eye opened a little, her cheeks red and her good wing extended. "Hey now!" She jumped and closed her eye and pulled her wings back to her.

"Well, hurry up!" She snorted. I got in the tub, the hot water feeling great on my skin. Rainbow walked over to the tub, she stepped onto a small stool and she got in. "Oh man, this feels great. Ahh, ow. That kind of stings." She sat in and sighed before she dunked her head into the water, I brought my hand to her mane and started to wash it for her. After about ten seconds, she popped back up. Her mane was straight and ran over her right eye. She turned back and smiled. "Thanks."

I looked at her wings. "Here lay forward and I will get a look at that wing." She gulped and nodded slowly before leaning forward. I brought my hand delicately to her wings, she was shaking a bit. "Hey, it's ok Dashie, I just want to take a look at it." I lightly touched her wing and she jumped at my touch. I started stroking her wing, and brought my hand to her left one, trying to balance the pain and the pleasure she got from it. Her wings extended, her right a bit more reluctantly then the left. I traced my hand over her wing, looking for anything wrong with it and looking at her face for any pain. Her mouth was agape and she was panting sightly. _Well, I don't see any pain. _I stopped with my left hand and put both on her right wing, I moved down to the bottom of it and she jumped in pain.

"Ow!" She looked back, her face flustered. I let go of her wing and looked at her.

"Well, it only seems to be bruised, not broken." She nodded her head before she sighed, her wings saying extended. I looked at them. "Hey RD, why are they still extended?" She opened her eye and looked back before laughing nervously.

She pulled them down with her hoofs and looked back at me. "Uhh, I just forgot to retract them, I like to have them open sometimes." She blushed, I knew she was not telling me everything. I raised my eye brow and wondered. _Could it be... well, I will have to test that theory. _I laughed a little to myself as I set my little plan into motion.

"Hey RD." She looked back at me. "Remember how this felt." I opened my mouth, flicking my tongue very quickly and her eye went wide and she blushed before her wings springed open. I laughed. "I get it now, its like a... wing-boner."

"Come on Marshall, its embarrassing." She thought for a moment before she raised her rear out of the water, her tail swinging to the side as she showed me her cunny. I blushed and felt my cock get hard involuntary. She dropped her rear back into the water, her tail landing on my cock. "Haha, just as I though."

"I get the point, now can we finish this bath or what?" She giggled and nodded in agreement. We both cleaned ourselves and she got out of the bath first, and I followed soon after wrapping a towel around myself. RD came over to me, a towel on her back and she looked up and me. "Alright, come here." I took the towel she had on her back and I started to dry her off. She was very easy to dry, her mane becoming really wild, I took a brush and started to brush it. She soon looked better then ever, except for the occasional purple spots on her brilliant blue coat.

She walked over to the mirror and looked herself over. "Wow, I look good, and I feel good. Thanks Marshall!" She ran over to me and hugged me.

"It's no problem, but remember to stay off that wing for a bit, it needs to heal." She nodded and let go before heading towards the door.

"I'm going to make some breakfast is some isn't made, you want some." She looked back at me over her shoulder, her hair flipping a bit as she did so.  
I nodded as I got my own hair to look who I wanted it to and she left. I quickly got dressed and headed towards the kitchen where Twilight and Rainbow Dash were making breakfast.

"Hey Twilight." I looked around. "Where is Spike?"

"He is out doing his morning chores." She replied without looking at me. "And yes, he does enjoy his chores, I don't know what he would do without them." She giggled and floated three plates over to the table. Just before we sat down, Spike ran into the library, he was out of breath.

"Letter...Celestia...Gather friends." Was all he managed to get out before leaning onto the table and catching his breath. RD took off running.

"I'll be back in ten seconds flat." She used her good wing to help her run faster, leaving a rainbow trail behind her. I looked at Twilight as she took the letter from Spikes hand and levitating him to his bed.

"I wonder what it's about?" Twilight looked at me worriedly.

"I don't know, I hope nothing bad happened" She started pacing back and worth. I waked up to her and put my hand on her mane, she looked up at me worriedly.

"Don't worry about it, even if something bad happened. Celestia trusts you, so you don't need to worry." I smiled down at her and she looked back at me.

"Thanks, your right." The door burst open and Rainbow Dash walked it, the rest of the mane six walking in.

"Twilight, what in tarnation happened?" Applejack trotted in, a worried look on her face.

"Yes dear, what is going on?" Rarity trotted over to Twilight and put her hoof on her back.

"Well, I don't know yet, lets read the letter." She opened the letter. "**To my faithful student Twilight Sparkle, I am sending you a personal invitation to the Grand Galloping Gala. I have inclosed eight tickets that show you are allowed to attend. I am also sending a personal request to Marshall, I request that he and Vinyl Scratch provide music for the party. Invitations will already be sent to Vinyl. Yours truly, Princess Celestia**."

She pulled out the tickets with her magic and all the ponies eyes lit up. "Oh cool, the Grand Galloping Gala." They all stared at me.

"Cool? Try amazing! Only the best ponies get in! The Wonderbolts are sure to be there!" Rainbow Dash put her hoofs to her face. "Hopefully this will go better then last time." All the other ponies groaned and looked away nervously.

"I don't even want to know." We all laughed. "Wow, she wants me to provide music, I hope I have time to spend with you girls." I looked at them and they all looked at me nervously. They then looked at each other and then back at me with serious expressions. "Uhh." I gulped and took a step back.

Twilight was about to hand me my ticket and she looked up at me. "Marsh, you, want to umm..." She blushed.

"No way Twi! I am going to ask him, it would be twenty percent cooler of a night if he comes with me." Rainbow Dash walked up to us. Applejack pulled her tail and Rainbow fell.

"In your dreams RD. He will want to go with me, besides I need somepony to help me, and he can sure draw a crowd!" Applejack stepped over her. Pinkie bounced on Applejack's back and over her.

"You guys are funny hehe." She giggled. Rarity trotted up to me and pouted, she looked at me, her eyes tearing up.

"I need a gentleman I can go with if I am to prove I am worthy of being friends with the ponies in Canterlot." I looked at my fighting friends, this could tear us apart. How could I choose only one, and let the rest down.

"Enough!" My eyes starting to tear up, my chest felt like it was being crushed. I was a little upset at my friends, fighting over me like fillies. "Why are you fighting over me, heck if this thing could break apart my friendship with any of you, I don't want to go at all." I walked out the front door and towards the woods, wanting to get away from the arguing ponies. I had reached the outskirts of town. _Man, why do my friends got to fight over me, if I pick one, the other five will be mad. So how can they expect me to choose? _I sat down near a lake and started throwing rocks in. _They all have valid reasons why I should spend my free time with each of them. I could just go by myself, but whats the point if I'm not with my friends. This sucks._

I closed my eyes, laid back and sighed. "I wish they wouldn't fight over me.

"Yo..you forgot your ticket Marshall." I heard a quiet voice whisper. I opened my eyes and Fluttershy had two tickets in her mouth, which she put on the ground above my head. I closed my eyes again.

"Not you as well Flutter, I can't pick one of you. I don't want to disappoint any of you." I wished she would go away.

"Oh no no no. I'm not here to ask you to accompany me, although that would be nice. If you can't choose then don't, just take some time to interact with all of us at least." I opened my eyes and rolled over, I got to my knees and looked at her. "We all felt bad at what we did, fighting over you like fillies. But you don't have to choose just one of us. You just need to be there, it wouldn't be the same without you." She looked at me, sadness filled her eyes. A heart warming smile came over my face, and I hugged her. She wrapped her hoofs around my back, holding me comfortably.

"Thanks Fluttershy." I didn't want this to end. I fell back and took her with me. She squealed a bit before stopping herself, and she just laid against me. I took a deep breath and closed my eyes. Fluttershy sighed herself and climbed up and kissed me on the cheek.

"I'm sorry if we made you mad Marsh. I got scared when you stormed out. Your not mad anymore are you?" I shook my head, not opening my eyes. "Oh good." She nuzzled my cheek and I ran my fingers through her mane.

"So, what are you love birds up to?" I heard Rainbow Dash say. Fluttershy eeped again and jumped, my eyes shot open and I saw her with a smug look on her face. I looked at Fluttershy and she just looked away from RD. I looked up at Rainbow sternly.

"She apologized for you, even though she didn't do anything RD." Rainbow looked away and drooped her head down and scratched at the ground with her hoof.

"Oh, yea, sorry I didn't mean it like that ya know. And I'm sorry Marshall." She looked up at me with a small smile, hoping I would accept her apology. I stood up and I saw the rest of the girls walking up to us, their heads down.

"It's ok girls. I will take the time that night to spend a little time with all of you." They all started smiling and approached me, and a big group hug followed. "Well, this is a little uncomfortable."

"Well you had better get used to it." Twilight giggled and the rest of the girls joined her. They broke the hug.

"Well, you mind if I do some work today Applejack? I could really use it." She nodded and began walking towards her farm. I went to pick up my ticket, and saw Fluttershy had it in her mouth. I bent down and took it from her, and gave her a kiss on the cheek before following Applejack.

As soon as I got to the farm, I took my shirt off, not wanting it to get messed up from work. And work I did, I worked my ass off until around noon. Even Applejack was more tired than me. "Boy Marshall, you are working your flank off today, hoo wee. Lets sit and take a break ok?" She laid down and I took two apples off a tree then sat beside her. I offered her one and she took a bite out of it.

"Have I tired out the work horse?" She nodded before laying on her side. "Well, I feel like I have bounds of energy today." I took a bite of the other apple in my hand. "Mmm, I love green apples the best. How about you Applejack? Applejack?" I looked over and she was laying on her back with her hat tilted down over her eyes. "Well, might as well catch some z's too." I laid down beside her and stretched. She rolled towards me and her hat fell back on her head as she put her head on my stomach. I closed my eyes and fell to sleep.

"Come on partner time to get up... I mean wake up hehe." I opened my eyes, my vision was a blur, but clearing. I looked over and saw Applejack with a small blush. "Well, if you felt like that y'all could of just asked ya know. I ain't got no one down here to help me, that way." She chuckled and I looked down to what she was looking at. My cock was semi hard.

"Oh, sorry about that, sometimes I get a little aroused awake." She stopped giggling.

"Hold on a sec, a little?" She looked at me, her eyebrow raised. I just thought about work and it went back to normal.

I blushed. "You mind if we get back to work now AJ?" She noticed my embarrassment and she nodded and we got back to work. And all I can say is I got her to work hard. I had to bring out extra bushels so she could fill them up. And she was just barely making it each time.

"Alrighty Marshall, I think that's enough for today. Go on and put that bushel in the barn and I will get today's pay." I walked towards the barn and I put the bushel with the others. "Alright Marshall, here ya go, sixty five bits, I can throw in a little extra if you help me with somethin." I looked at her and she laid down. "Could y'all massage me? It makes me right as rain the days to follow." She tilted her head and look at me, confound the ponies and their looks!

"Sure, if it really helps you." I walked over to her and straddled her flank and got to work. She was very tight. "Man you are really tense AJ." I kneaded her muscles with my elbows and she sighed.

"Right there partner." She sighed as I worked her tight muscles and felt them get looser. "Yea that's the spot Marsh." I pushed moved to her flanks and started massaging them. "Now yo...you don't get on bright ideas back there." I pushed harder on her flanks. "Un...Unless I say so." I chuckled lightly and stopped. She sighed and stood up. "Great like always Marshall, there is ten more bits then I said already in the bag, hehe." I noticed a plesant smell in the air, it smelled like apples, but with something else. Anyways I placed her hat that she knocked off back on her head "Thanks partner, I will see ya around."

I started my walk back to Ponyville and decided to stop in at Rarity's. It didn't take to long for me to arrive at her boutique and I opened the door. She was busy staring at six horse mannequins, which she covered as she heard my foot steps, not wanting me to look at them just yet. She turned and smiled.

"Marshall! What can I do for you?" She walked up to me and sniffed. "You were working weren't you? I nodded.

"I need something fancy for the Grand Galloping Gala, and wondered if you can make me something. But I can go take a shower and be back here later, if my smell is really bad." She shook her head.

"You don't reek, you smell very masculine, with a hint of apples." She smiled and blushed. "But enough about that, lets get onto making something for you. Anything you had in mind sweetie?" I thought about it for a moment.

"Well if its not to much trouble, I would like to have a changing set, one formal and one more casual. I would like a black shirt, like the one you made before, and another button up shirt that I can wear over top of it...hmm here let me draw it out for you." I drew out what I had in mind. It was a black sleeveless shirt with a cover shirt that was darker colours checkered design on it. The sleeves had little straps inside them to lock onto the upper sleeve when they were folded up. As for formal attire, just a black tux with red tie. A white under shirt and black pants with steel-toed black shoes.

After hours of working; only taking a break to eat a wonderful supper that Rarity made, we finally got my clothes done. "These are better than I expected. Thank you Rarity." She walked over to me, her red glasses sitting on top of her muzzle and man did they look good on her.

"Thanks Marshall, I always pour my heart into my work, and thank you for being so patient today." She removed her glasses with her magic and nuzzled my hand which I brought to her face and caressed it. "Mmm, your fingers feel good on the face."

I chuckled. "Well I want to do something to repay you for making supper, since you won't take anything for your services." She thought about it for a moment and shook her head.

"I can't think of anything. But I'm sure something might come up later." She walked towards the stairs and headed up them. "Good night Marshall! Sweet dreams." She called out, I repeated what she said back to her and left the boutique and made sure the door was locked. I headed home, my clothes staying with her so they wouldn't get messed up. The moon was up as I walked back towards the library. The lights were on on the main floor of the library as I walked in and saw Twilight at a small table, she looked up from her book and smiled.

"Hey Marshall, have a good day?" She turned back to her book and I walked over to her.

"Yea, how about you? Whatcha reading?" I looked at the words.

"It's just **Obscure Unicorn History**, I've read it a hundred times." She cutely stated.

"I might take a look at that later if you don't mind." She looked up at me wonderingly.

"You like to read?" She looked at me, her eyebrow raised, and I chuckled.

"Oh yea, who doesn't enjoy a good book, besides I would like to know a little more about this place." I looked at one of her other books. The title read **Equestira History**. "I might read some of that one." She picked it up with her magic and handed it to me, I thanked her and went to my room, I turned on my lamp and started to read.

Two hours later Twilight came up the stairs and looked in on me, I was laying on my side sleeping. The book laying right beside me, the lamp still on. "Oh Marshall." She giggled and she walked over, picking the book up and setting it down on the night table. She covered me up and kissed me on the forehead. "Good night Marshall." She was about to turn off the lamp, and saw the space beside me she stepped towards the bed before sighing, and started to leave.

"I know you want to Twi, come on, get it.." I spoke softly and opened my eye a bit. I pet the bed and she got in and turned the light off. I draped my arm around her and nuzzled into her hair. "Good night."

**A couple days later, the day of the Grand Galloping Gala.**

I awoke in the morning. I heard my docking station start playing Wonderwall by Oasis. I opened my eyes, laying in my bed alone. I had gotten used to snuggling with one of the mane six, that I forgot what it's like to sleep alone. I got out of bed and saw a note on my door. I waked over and read it.

"_Dear Marshall, we have all headed to the spa to get ready for tonight, we will then go to Rarity's and get ready there. Please do not come look for us until you see us at the Grand Galloping Gala. Vinyl was looking for you with another pony, told you to meet her at her place, she drew a map on the back. Told you to bring your guitar and you clothes which Rarity dropped off this morning. We will see you at the Gala. Wishing you well, your friends. P.S. There is some breakfast left for you -Fluttershy." _

"Thanks Flutter, your always looking out for me." I talked to myself as I got my clothes and got into the shower, I put on my casual clothes for tonight and ate my breakfast and left. _Clothes? Check. Guitar? Check. Bits? Check. GGG Ticket? Check. All right, big day ahead. _I mentally went through a checklist to make sure I had everything important. I followed the map to Vinyl's place. It wasn't hard to find I knocked on the door and heard voices, one who I recognized and one who I didn't.

"That should be him, you can tell from the knock hehe." I heard Vinyl say.

"His hoofs do sound different." I heard the mysterious voice say, she had a lighter sound to it, almost like Rarity. _Hoofs? Oh she is in for a big surprise hehe. _Vinyl opened the door.

"Marshall! I can't believe Princess Celestia asked us to provide music for tonight, I also have another friend that is going to help, Marshall, meet Octavia Melody." She opened door and we both gasped. She was a lighter grey pony with black hair, and silver streaks in it. Her eyes were a light pink and her cutie mark was a pink treble cleft, fitting.

"This is Marshall?" She looked me up and down and noticed my case and her eyes sparkled a bit. "What is in the case?" She stopped before regaining her composure. "Sorry, I am Octavia Melody, or just Octavia, pleased to meet you Marshall."

I bent down and looked to her on her level, I bowed as best as I could. "The pleasure is all mine Octavia, and might I add, that is a pretty name." She blushed and looked away.

"Haha, I told you he was a sweet talker." Vinyl butted in. "Anyways, I'm sure she is itching to know what you have in the case Marsh, how about you show her?" Octavia looked up at me with her pretty pink eyes and nodded.

"Well alright, it couldn't hurt." Her eyes lit up and she smiled. We walked into her room and I set my stuff down, Vinyl laid down on her couch, while Octavia walked over to me and was very interested in what I had. I faked to open the case and she cletched to see what was inside. When I didn't open it she looked up at me with a little frown, I chuckled and I opened the case and let the cherry red finish shine into her eyes. She gasped as she looked at it, the red finish reflected off her glowing eyes, she took in every detail of it, eyes scanning it like a printer. I picked it up and she stared at my fingers. "Impressed by these? I don't get it what is with ponies and my fingers." She looked at them and blushed a bit and shook her mane. I knew what she wanted. "Got an itch?" She looked up at me silently and nodded. I reached my hand towards her mane and scratched it. She smiled and closed her eyes then nuzzled into my hand. I chuckled and stopped to plug my guitar into Vinyls sound system.

"That was awesome Marshall, I'm sorry to say I was a little sceptical of you when I first seen you." Octavia walked and sat down next to the stage.

Octavia sat by as I looked at Vinyl and motioned for her to get up here and put a beat on for me. She got up on stage and put a nice slow ballad rock beat on. I soon joined in on the guitar, and Octavia was wide-eyed. I looked at her and saw her cello standing on the stage. "I need a backing instrument, you mind?" I reached my hand towards her and she put her hoof on it and I pulled her onto the stage. She trotted over her cello and started playing. I soon jumped onto a bluesy solo after she got the pattern right and we rocked for about an hour and a half, before I decided to call it quits for now. I put my guitar onto a stand and walked over to Octavia and Vinyl and gave them both a hug. "That sounded great girls, this will be on heck of a night. You girls think you can hold the music down for an hour or so? I have some friends to see that night."

"But of course Marshall, that would be not trouble at all." Octavia said, looking at me much differently then before." Simultaneously all three of our stomachs growled.

Vinyl giggled. "How about I make us some lunch. You two can talk, get to know each other better." She walked towards what I presume was their kitchen.

"So, Marshall, who are your friends?" She said as we walked towards the couch, I removed my cover shirt to cool off in here. "Oh wow..." She muttered as she saw my arms and shoulders."

"Well Twilight, Rarity, Fluttershy, Pinkie Pie, Rainbow Dash, and Applejack. I promised them all I would spend some time with each one of them that night." I yawned, a little tired after the adrenaline was out of my system. My piercing getting stuck behind my lower teeth jutting the top out, I heard Octavia gasp.

"Is that a...a.." I nodded and popped it out for her to see. She was blushing. "Oh wow, that's cool." I seen Vinyl pop her head into the room.

"Whats cool... oh awesome!" She dashed over to me, both ponies looking at my piercing. "I didn't know you had that Marshall!" She removed her glasses and placed them onto her head. "Well anyways, back to cooking." She trotted back into the kitchen and I leaned back. I felt Octavia curl up beside me. I smiled and brought my hand to her back and started caressing it.

"So, I think someone took a liking to me." She just nuzzled her face into my stomach and sighed.

"You are really good at that guitar thing, perhaps you and me could have a little duet sometime or something?" She didn't look up at me, but I saw her blushing.

"Sounds good to me." I kept on petting her back and she laid her head down.

"Hey guys! Food is ready!" Vinyl's voice shocked Octavia and she jumped. I laughed a bit as we both walked into the kitchen and saw a wonderful meal.

"Thanks Vinyl, it looks delicious." We all sat down and started eating, they went on talking about girl things while I kind of zoned out. I snapped back when Octavia call out to me.

"Marshall, are you ok? You have been picking at the plate for a couple of minutes now?" I looked down and saw no food left on the plate.

"Haha, oops. I just kind of zoned out." I looked over at Vinyl. "You mind if I take a little nap on your couch?" She shook her head and I walked to the living room and laid on the couch. I heard whispers and somepony walking towards me.

"Hey Marshall, you mind if I get on there with you? I'm a little tired myself." Octavia asked and I nodded and opened my eyes. I picked her up and laid back down, laying her on top of me, her face near my ear. "Thanks." She whispered. Her hair smelled metallic, the smell on your hands after putting a fresh set of strings on a guitar or something. I inhaled a deep breath and slowly exhaled and I felt her fall asleep on me.

"Hehe, cute guys, time to get up, we have to get ready to go to the Grand Galloping Gala." I opened my eyes and saw Vinyl looking down at me. I looked down and saw Octavia was still sleeping.

"Hey Octavia, time to get up" She opened her pink eyes slowly and looked up at me and smiled. "Lets get ready." She yawned. "Hey Vinyl, where is your bathroom?"

"Up stairs and first door on the left." She points towards the stairs.

"You are really comfy ya know?" She got off me and stretched, then walked over to her cello and put it in her case, she pulled out a white neck tie with a pink bow tie on it.

I gathered my good clothes, and went upstairs. I quickly put my clothes over top of the ones I was wearing now, suiting up and making sure everything looked perfect. I walked back down stairs and both the girls looked at me and their jaws hit the floor. I grabbed the sides of the tux near the neck and fluffed it. "Like it?"

"Yea, you're pretty handsome in that tux Marsh." Octavia spoke, not taking her eyes off me. Vinyl giggled and nodded. I blushed and scratched the back of my head. I walked over to her and looked at her neck tie.

"Well, that neck tie looks cute on you." She then blushed her self and Vinyl giggled. "Anyways, lets get going." I picked up my bag and my case, and headed towards the door. Octavia picked up her cello case onto her back, and Vinyl had saddlebags filled with discs and we headed towards the train station. We got on the train, our stuff and Vinyl on one side, and me and Octavia on the other. And we rode it towards Canterlot, the scenery was great but I was excited to see Canterlot.

"What, never been to Canterlot?" Vinyl piped up. I shook my head no.

"I haven't even been all over Ponyville yet." I stared out the window and Octavia laid her hoof on my hand and I wrapped my finger around it. I looked at her and she just stared at the door, blushing. "I think somepony has a crush." I whispered to her and she eeped and blushed harder.

"Look, Canterlot." I looked out the window and my jaw hit the floor. The city was huge, and a lot of fancy looking ponies were walking around. We got off the train and I looked around for the mane six, but I couldn't see any of them.

"Don't worry, we will see them at the castle Marsh." Octavia reassured me. We walked towards the castle, ponies looking at me an whispering.

"What is Equestria is that? I hope I don't see that at the Gala." I looked over and saw a white unicorn with blond hair. He looked to be wearing a white tux with a black under shirt and a white flower on his right side. His cutie mark was a gold plus with another silver one behind it. I glared him right in the eyes and he took a step back.

We continued towards the castle and I was still looking for my friends but to no avail. "Welcome... Oh Marshall! Octavia, and Vinyl! So glad you could make it." We all looked forward and saw Princess Celestia smiling down at us.

"Marshall?!" I heard a voice call out from somewhere and saw Luna galloping towards me. "Marshall!" She ran up to me and put her hoofs on my shoulders.

"Hey Luna? How are you doing?" I hugged her back with one arm, my guitar in the other. "So where do you want us to set up?" I looked at Celestia and she giggled.

"I was thinking out in the garden, I already have a stage out there for you guys. Luna, could you take them to the stage?" Luna opened her eyes and blushed.

"Yes, I can sister. Come on, follow me." She lead us through the huge hallway, and corridors.

"This place is huge!" Luna nodded as we took another corner. I kept an eye out for my friends, but didn't see any of them yet. We kept on walking, taking turn after turn until we got out side and the stage was just the right size. We all gasped and we walked towards the stage, getting our things set up. "Thanks for the escort Luna. Oh by the way, have you seen my friends?" She frowned and shook her head no.

"I haven't seen them yet tonight, but I will make sure to keep an eye out for them and tell them where you are." I nodded and we got to work making sure everything was in order before the Gala started. I tuned up, then decided to remove my tux top, and hung it onto a stand.

"Make sure not to ruin that dear." Rarity! I turned around and my mouth and eyes opened wide. I was so stunned that I had to kneel down, so I wouldn't fall.

**Part two to follow right after. This was a big chapter so I decided to split it up. Thanks for reading and suggestions and thoughts are always read and replied to.**


	9. The Gala part 2

**Here is part 2. Hope you enjoy, nice clop scene at the end. More information about the series at the end.**

The Grand Galloping Gala was almost under way, Me, Vinyl, and Octavia were setting up our equipment on stage. I had just taken off the tuxedo top when I hear a voice. "Make sure not to ruin that dear." It was Rarity! I turned around and my jaw hit the floor. "Hehe, it's not polite to stare Marshall." She giggled as I couldn't take my eyes off any them. They were in, standing in a row, striking poses that showed off the dresses even more.

Twilight had blue slippers, with little stars on them. Around her neck was a bigger star, which connected to her dress, and had a flap going up the back of her neck. It was all a dark blue with stars etched into the fabric near the end of the dress. On her back was a lighter blue cover with more stars on that.

Applejack's dress consisted of her regular hat, but much more fancy, and two red apples stitched to the brim. She had two green cowgirl boots, with a red top and white stripe on her fore-hooves with a pair of red apples stitched to them by a leather strap. She had a green collar with a apple in the middle, with two red strings hanging down. She had what appeared to be a leather saddle on her back, and hanging out the back was a long green cover with slitted leather end on the bottom. Her hair was braided and made her look all the more like a country girl.

Next was Pinkie Pie, she had a two-tone blue hat on with a little pink bow tie on the side. She had on what looked like four little pink slippers with blue bow ties on them. She had a white and blue striped middle part with a pink bow tie on the front, which lead into a light pink then dark pink dress. There was a white section a couple of inches down the dress which has candy neatly laid on it, they almost looked like you could go up and take them off. Near the end of the dress was a light blue wavy ribbion with two pink bow ties for good measure. Most of her hair was under the little hat, so it didn't look to unkempt.

The it was Rainbow Dash, She had a golden head piece which hung over her ear. She had golden shoes that travelled up her hoofs in streaks. Around her neck looked to be purple grapes. She had a long rainbow coloured dress with a white puffiness around the rim of it. Her wing holes in the dress was golden rimed and her hair looked a bit shorter then usual.

Fluttershy looked embarrassed under my stare. She had on four green slippers, with two vines going up the fore-hooves. She had a blue butterfly on her left ear, and on her chest, attached to a green collar. Her dress looked like really long grass and it cascaded down to her hoofs and had flowers on the bottom. Her hair threw me off the most, it curled off into more sections with flowers of all sizes decorating it, her cheeks were red from my eyes looking over her.

Last was Rarity, she had a golden tiara, and golden ear piercing. _Most likely just clip ons. _She had two purple like gem ones at the bottom of her ears. Her dress was pink and purple, flowing down to the end. Her collar shot up a bit in the back. Her dress had some golden wavy parts etched into the dress, with little circle gems dotting the rim of her dress. Her hair looked much the same but the longer part had a diamond shaped impression in it.

Rarity walked up to me, closing my mouth with her hoof. "Sorry girls, you just... wow." Was all I could muster, they all looked amazing in their own way, each dress complementing the wearer in every way. They all blushed a bit at my loss of words.

"So what do you think Marshall?" Rarity asked me, looking up at me, fluttering her eyelids quickly, the rest of the girls taking a step forward.

"Well, to put it simply, you girls are beautiful. Those dress look wonderful on you." The all blushed and giggled. "Well, I hope I can meet up with you girls later tonight. But if you need me, look here first. Hugs before the gala starts?" The nodded and went one by one. When it was Rarity's turn, I held her for a bit longer and whispered in her ear. "Fantastic work on the dresses, they are fantastic." She kissed me on the cheek.

"You are a sweet talker Marsh." She giggled and left with the rest, they all turned and waved going their separate ways. I turned back to Octavia and Vinyl and they looked at me. Octavia looked a little mad at me for some reason.

"So, which one of them is your marefriend Marsh?" Her eyes narrowed, did she sounded, jealous?

I shook my head. "I haven't picked any of them, they are all my friends and I don't want to break apart any friendship with them by picking one of them. So I don't have a marefriend" I looked at her and her frown, turned into a seductive smile. I shook it off and got my guitar all set up.

"Now that you are here, let the Gala begin!" I head Celestia say from the maid doors, her voice ringing out through the castle.

"Well, shall we start?" I looked over at the girls and they nodded. Ponies piled in and we started. We made sure not to get to heavy for the crowd. A bunch of the ponies took quite a liking to us, and I kicked into a guitar solo. After an hour and a half of playing, I walked over to Vinyl. "Could you run loops of my guitar and hold out for an hour or so, I want to spend time with my friends." She nodded.

"Go right ahead Marsh, we got ya covered." She turned up a slider and my guitar playing started coming out. I hoof bumped her and put my tuxedo top back on. I got off the stage and left, looking for any of the mane six. I didn't have to go very far, I walked into the garden and Fluttershy was there, all sorts of animals around her.

I whispered, not wanting to scare any of them. "Hey Fluttershy, it's me Marshall." She jumped a bit, snapping out of her little world. She looked over at me and smiled.

"Oh hi Marshall, you taking your break now? Oh and you guys sound great by the way." She looked down kind of sad. "I hope your having fun." I walked over to her and sat down.

"Well, I am kind of, it's hard work keeping things interesting to these ponies." I sighed. "But I still Celestia didn't ask me to do the music as I want to be with you girls the whole night." I looked down at her, a smile starting to creep up her face.

"You don't really mean that do you? You love to play music, and this is a dream come true for you." She looked at me, a fake reassuring smile.

I frowned and looked at her, I brought my hand to her face and she nuzzled it. "While I do enjoy playing music, it shouldn't feel like a job, like it does now." I sighed. "Man it's good to get away from that all and talk to somepony who will listen." I looked at her. "You are a great listener Fluttershy. I like that." She blushed and eeped a bit.

"Well then you and me are alike in some ways." She thought about it for a second. "You have personalities of all of us in you, brave, smart, strong, dependable, generous, and kind." She looked up at me and smiled, a true on. "You have to be the best friend anypony could ask for."

I thought about if for a moment, and smiled. "Thanks Flutter, you know just what to say." I leaned over and kissed her on the cheek. "But I should get going, I still have the others left to find. If you want to see me, you know where to find me." She nodded and returned her own kiss. I got up and walked away, looking back she was kind of smiling, but started to tear up a bit. _Man, this kinda sucks._

I continued walking until I noticed Rainbow Dash, talking to a mare and a stallion in blue spandex. I walked over to her and she noticed me and called out. "Oh hey Marshall! Come over here!" I chuckled and walked over, the mare raising her eye brow as she looked at me. Rainbow Dash took my hand in her mouth as I walked closer and almost dragged me towards the pair. "Marshall I would like you to meet Spitfire and Soarin, Spitfire is the captain of the Wonderbolts!" Spitfire was yellow with orange and yellow hair. Her brilliant orange eyes looked at me questioningly. Her cutie mark was fire bird? I couldn't tell, not wanting to stare at her flank.

"So your Marshall huh?" She asked rather rudely. I raised my own eye brows before trying to be polite.

"Yes I am, it's a pleasure to meet you Spitfire." I brought my hand to my stomach and bowed a bit. She seemed taken aback, she probably thought that I was a tough guy, considering my size.

"Oh uh." She gulped, I saw her ears turning a bit pinker. "So sorry about the rude greeting Marshall." She stuck out her hoof. I decided to keep playing along with this little act. I took a hold of her hoof lightly on the underside and bent down and placed a small kiss on it.

"I understand my size makes ponies think I am just a tough guy, but there is always another side to the coin." I stood back up, her ears bent down a bit and pink. Soarin laughed and she bucked him a bit in the side.

"You should take lessons Soarin, perhaps you could get a mare if you knew how to treat one right." Soarin immediately stopped laughing and looked down and picked the ground with his hoof. Spitfire turned back to me, smiling. "So, Rainbow Dash says you are a pretty good musician." She looked at my fingers and I nodded, Rainbow Dash was struggling to hold in her excitement letting out a few squeeks. She turned to Soarin and they walked off a bit and started talking.

"I have to be back in the courtyard, me and a couple of other ponies are covering the music for tonight. If you want a little taste, you can meet me out there anytime past an hour, I have a couple more friends to find." I stuck out my hand and she took a hold of it before pulling me down into a hug.

"You know, I find musicians pretty attractive, especially handsome gentlemen like ones." She giggled and I had just brought my hands to her back. "Run them through my mane, RD told me how good they feel." I blushed and did as I was told. She sighed and nipped at my ear lobe.

I whispered in her ear. "You're a little tease Spitfire." She broke the hug, her ears pink and her muzzle pink a bit. "Your blushing you know." I teased and she eeped a bit before looking at me seductively, turning around, her hips swaying as she walked back over to RD and Soarin. _Tease. _I walked away, and saw Pinkie. "Hey Pinkie, you look like you are busy, I will talk to you later." She was hopping around, stopping at almost everypony and talked to a bunch of them.

I walked around, and got a little lost. "Well, now where the heck am I?"

"You are near the throne room." I turned around and saw Luna.

"Hey Luna, enjoying yourself?" She nodded and approached me. "I'm looking for Twilight, do you know where she is?" Again she nodded, her gaze, odd. I felt a little uncomfortable under it.

"Follow me." Was all she said as we walked for a bit, and I noticed Luna tail not always covering what it is supposed to.

"Umm, Luna." She gasped and brought her tail right to her body, she turned towards me blushing.

"I am deeply sorry Marshall, I went into season recently, and this is the first time in about a thousand years I have been around other ponies when it happened." I was confused. She looked at me and shook her head. "I'm sure Twilight will explain later." We continued to walk towards the main doors, where Celestia and Twilight were greeting the last of the guests.

Twilight noticed me and ran over and jumped at me, I caught her and she hugged me. "Marshall! How are you enjoying the Gala?" I put her down and Celestia walked over.

I scratched the back of my head. "Well it is fantastic, having the honour to provide music for it is awesome." I noticed the same pony from before that insulted me. Tapping his hoof as Celestia walked over and greeted him.

"Oh hey Rarity!" Twilight pointed behind me and I turned to see Rarity. I waved and she came over.

"Hello Marshall dear, how are you enjoying your self hmm?" She tilted her head and I bent down to hug her.

"It is wonderful, I am enjoying my time, but I really miss you girls." Twilight hugged me from behind and Rarity from the front. We broke apart a couple of seconds later and Rarity glanced over passed Celestia and her eyes went wide.

"Oh no, not Prince Blueblood." I turned and now could put a name to him. He trotted inside and looked over at me, before retorting.

"They let _that_ thing inside the gala." I glared at him. And Rarity took a step forward.

"At least he is more of a gentleman then you." I heard a couple of gasps, before he stopped and angrily stepped towards us, his expression turning to a smug one.

"Oh and if it isn't Rarity of Ponyville, how is making dresses for country fairs hmm?" I narrowed my eyes at him.

"You had better watch your tongue." He took a step back before looking up at me.

"Oh lighten up, whatever you are." He said smugly and turned back to Rarity before putting his hoof to her face and tapping it a bit. "Look at you little pony, making it back to the gala, only to destroy it again this year, with poorly designed dress for your friends." She started to laugh and she looked hurt and humiliated and I grabbed his hoof. And pushed him back. He looked up and me defensively.

"You lay your hoofs on anyone of my friends again, you will be sorry." I glared at him and he snorted.

"Hoofs off me commoner." He used his magic to wipe his hoof with a cloth. I took a step forward.

"Or what hotshot?" I head gasps all around. He took the cloth and almost smacked me with it but I grabbed it. "You lowlife... Stuck up pony." I glared at him before he let go of the cloth. He stood up on his hind hoofs and tried to smack me across the face, I grabbed his hoof as soon as it hit my cheek. I stood strong and head butted him in the face. He fell onto his back and he magically held a cloth to his nose, a little blood running out. "You disgust me, trying a cheap shot? Now leave me and my friends alone." He got up in fear and went off running out of the castle, into Canterlot.

Everypony cheered and I turned to Rarity and her cheek was a little red from his hoof. I bent down and caressed it and she looked up into my eyes before hugging me, "awws" filled the room. I felt a couple of tears run down her face and onto me. "Its ok Rarity, he won't bother you ever again." She let go and kissed me on my cheek in front of everypony, the "awws" then cheering filled the room.

I got up and turned to Celestia. She smiled down and me, as did Luna and Twilight. I looked at the time and grouped hugged the three. "I gotta get back to the stage, see you later!" I took off jogging to get back to the stage. I saw Octavia and Vinyl taking a break, letting the music play as they took a break. Octavia noticed me and called out.

"Hey Marshall, glad you are back!" I ran up and hugged the two mares.

"Thanks for covering for me girls, now lets kick this Gala into overdrive." The both nodded and we rocked for the rest of the night. After a couple of hours I noticed Spitfire walk into the garden and up the the stage. She had removed the head part of her uniform. Vinyl put on a song I didn't recognize and Spitfires eyes lit up.

"Oh man, I love this song!" I thought about it for a moment before lowering my mic to about her level and reached down to her.

"I need a vocalist right now, care to do it?" She looked up at my hand before putting her hoof in it and I hauled her up on stage. And she started to sing her soul out.

She looked at me though out the song and winked at me. "You are pretty cool Marshall." She turned back around and kept on singing.

After the song was done she motioned me to come down to her before kissing me on the cheek and dashing off. We continued until the moon was above our heads. "Thanks for coming out everypony, we enjoyed playing for you guys tonight." We packed out things up, and said goodbye to the girls before going off to find the mane six.

It didn't take long because they were in the main hall with the Princesses. I walked up, and I was exhausted. They all noticed me and came running at me, we got into a big group hug. "Man I missed you girls, so when are we heading home?" I wanted nothing more then to crawl into my bed.

Twilight shook her head. "Its late and the Princess said we could stay here, although there are only seven spare beds." She looked at me. "But Luna said you could sleep in her bed for the night." I looked at Luna, and I blushed.

"You have made this the best Gala so far, so consider it a gift of gratitude." We all started to walk towards the back of the room. I nodded and yawned, to tired to care. I said good night to my friends as me and Luna walked towards her room, she opened the door and her bed was huge! I was easily big enough for both of us. "Make yourself comfortable Marshall." She looked at my clothes and blushed. "Do you sleep in clothes?"

"Well, I sleep in my boxers, but I can if you want me to." Thinking she was prehaps uncomfortable with me being almost naked next to her. She shook her head.

"You had a hard day, and deserve to be comfortable." She blushed a bit more. I nodded and started to remove my clothes. I took off my cover shirt and laid it on a table next to my tuxedo. I then removed my undershirt and she gasped. "I didn't think you were so muscular Marshall." Now it was my turn to blush as she complemented my body. I removed my socks and pants and then looked at her.

"Lets get some sleep now." She nodded and I walked towards the bed, I pulled back the covers then she stepped in. I laid down on my back and she cuddled right up next to me. I closed my eyes as I stroked her mane, her head on my chest and her hoof draped over my stomach. I inhaled deep and smelled something, odd. I couldn't place my finger on it but it was pleasant. I took another deep breath and I felt her hoof caress my abs.

The smell got a bit stronger as her hoof traced down to my waist band and my heart jumped. I wanted to stop her but I couldn't move. I struggled to and I opened my eyes, her horn was glowing as she put both her hoofs on my waist. "No please don't!" She didn't respond as she licked her lips and ripped my boxers down my legs, my half hard shaft laying unprotected to her praying eyes. I cried out again, hoping to bring her back to her senses. I felt her hoof on my cock, and my body betrayed me as it started to get hard, she giggled and then gasped when I reached my full length. She kept me down with her magic as she got on top of me. "Please Luna, I can help you but not like this." I gasped as I felt her wet vulva on my cock head. I looked down and she lined herself up and moaned. "Please, I'm still a virgin..." I almost cried as she forced herself on me, wanting to save my virginity for the one I love. She pulled up and looked down at me.

"You... you are still not taken?" She started to cry as she looked at what she was doing. He magic's hold on me breaking as she stopped it. She gripped my neck with her hoofs and cried into my shoulder. "I'm so sorry Marshall, I don't know what came over me. I couldn't take your first time like that." I comforted her.

"Your in heat, and I know it can't be easy not to succumb to instincts. They are helpful most of the time, but sometimes..." She looked up at me, her eyes watering a bit, and apologetic look in her wonderful eyes.

"Can you forgive me Marshall?" I nodded and looked at her, my eyes narrowing.

"I think we can help each other out, besides I can satisfy you with this." I flicked my tongue, my piercing attracting her eyes as they followed my movements. "I knew you couldn't resist. Now, come here." I flipped her onto her back and started kissing my way down her body. I could smell her, she was strong and I made my way to her teats. I licked around her right nipple and massaged the other one with my free hand. I alternated and she moaned, I put both nipples together and sucked on them both. She moaned louder and I saw her cast some magic. I looked up at her, and she smiled.

"So the door wont open unexpectedly and a noise cancellation spell. You look cute between my legs." She giggled and I rolled my eyes before moving to her sex. She was dripping wet, her juices were flowing all over herself. I brought my mouth almost to her sex, but stopped mere centimetres from it. She twitched and tried to thrust her hips but I held them down. "Please don't tease me like that Marshall..." She bucked her hips and I plunged my tongue as deep as I could inside her folds. She moaned out and laid back, I then got to work. With my tongue in her, I moved my barbell under her clit hood and tickled it around. "Ohh yes, that is great!" She pushed with her hips a bit and I kept it going, rubbing her walls with the tip of my tongue and her clit got hard against my barbell and it stuck out about an inch. I pulled out and inserted two digits into her canal, while I stuck her little clit into my mouth. "Oh sweet Celestia... Marshall!" I felt it twitch against my tongue and I flicked it around with the tip. I pistoned my fingers in and out of her and sucked hard on the clit. "I'm cumming Marshall, oohh." I removed my fingers and replaced it with my mouth, my fingers squeezing her clit, and my other hand went to her ass, lubed with her juices. I put in against her anal opening and I looked up at her and she nodded and thrust her ass onto my fingers. My tongue licking her quivering walls and my fingers diddling her clit. My other fingers pumping her anal passage way. I pulled my tongue out of her pussy and trailed down to her tail hole. I removed my hand and stuck my tongue inside her tail hole. She squeed and panted. "Oh that feels really good. Oh I'm going to squirt Marshall!" She twitched and convulsed, I then returned my tongue to her vagina, so I could taste her juices. My fingers returning to her ass and I felt her juices start to squirt into my mouth. I gulped down all I could, her sweet nectar filling my mouth and tingling my taste buds.

As soon as she stopped squirting, I kissed her lips and moved my head up. She was blushing hard as she panted. She tackled me down, licking her own juices off my face and plunging her tongue into my mouth. Our tongues wrapped around, and she licked around my barbell. She stopped and licked down my body and onto my cock. She looked up at me and smiled before taking my entire cock into her mouth. I moaned and thrusted it into her throat. She moaned, her voice vibrating through my length. She magically brought my hands to her head and she smiled. I grabbed her head and I forced her head up and down my cock. She blushed hard and closed her eyes and wrapped her tongue around my cock, I thrust harder into her mouth, feeling her throat engulf the head. She let her tongue run along the bottom of my cock, the tip caressing my balls each time my cock head went into her throat. I felt my orgasm coming up quickly, I thrust more desperately into her mouth, and she noticed it. She brought hoofs to my cock and jerked off my lower cock, and swirled her tongue around my cock head as I felt my seed almost coming up my cock. Her horn glowed and I felt the pleasure peak, and take off flying. My vision blurred as my seed pumped and pumped into her mouth. I felt her gulp down my seed greedily and it kept on coming. My vision returned and I felt her cleaning my cock head with her mouth.

"Enjoy that? A little spell made it all the better." She licked her lips and cast another spell, and clean us off. She laid up beside me and sighed. I closed my eyes and just laid there and Luna snuggled into me. I sunk deeper into the bed and to sleep, and couldn't wait for tomorrow's adventure.

**Thanks for reading people, suggestions are welecome. I may start pacing these out more to around three to four days to get the content better. I love reading reviews and messages and will reply to all of them, taking ideas into consideration. See you next chapter!**


	10. Finding A Friend

**Hello readers! This is the longest single chapter yet, with a nice clop scene in it. Any suggestions are welecome. I am always writing these by what comes to me when I write them, I plan to introduce Zecora next chapter. Thanks for reading!**

I felt a body move next to me, it laid weight onto my chest. I moved my left hand to it and felt a silky flowing substance. I ran my fingers through it and I felt a hard surface. I moves my hand left and right and I heard a sigh. "Good morning Marshall." A calm voice said. I opened my eyes and saw Luna looking up at me, smiling her darker cyan eyes looking into mine. I brought my free hand up to her face and caressed it. "Mmm, that's nice." She closed her eyes and took a deep breath.

"Good morning Luna, sleep well?" I moved my hand from her face that she was nuzzling, and she nodded. My stomach growled and I looked at her, she giggled.

"Seems you are hungry." She giggled again before her stomach growled and she stopped and looked at me. We both started to laugh and she got off me, then the bed. "Well then, lets get some breakfast, there is a nice doughnut shop in Canterlot." She looked at me. "I will get a couple of guards to get some for all of us." She walked over to her door. "You can take a shower, the room to your left has one." She didn't look back at me and she opened the door a walked out. I got up and got into the shower. It was bigger then I was used to but then again, she is a taller pony. I got washed up and put on fresh clothes I brought with me. The shower left me feeling fresh and ready for the day, I left her room after making the bed, and collected my stuff. I walked towards the main hall and heard somepony call out.

"Come on! Just a little nibble, please!" _Pinkie Pie?_ I turned the corner and saw her held down by a couple of guards.

"No, the Princesses get the first taste." One of the guards struggled to say, he was using all his might to help keep her away from the doughnuts. I walked over and she looked at me and sprung up, guards still grabbing her.

"Marshall!" She shook herself, the guards flying off, and she tackled me. "Hey Marshall! I missed you yesterday, sorry. I was busy meeting other ponies and making friends with them and I told them all about my friends, and I asked them if they liked the party, which the said they did, and I was happy that they said the did, so how are you? Did you enjoy the Gala? Did you meet anypony new? Nice clothes by the way, they look good on you. Did you just get out of the shower? You smell nice." She barley stopped to take a breath and she started giggling.

"Come on now Pinkie, slow down a little." I hugged her as she laid on top of me, and she giggled. "I enjoyed my time last night, although I wish I could of spent more time with you girls. And Rainbow Dash introduced me to Spitfire." She gasped and her eyes went wide.

"You got to meet the captain of the Wonderbolts! That's awesome!" She looked down at me and blushed a bit. "Oops here let me get off you." I grabbed her and stood up.

"No doughnuts till the Princesses get here, ok Pinkie?" She looked up at me and nodded then giggled.

"Okie dokie lokie!" I put her down, and we both sat down, she sat next to me, on my left. "So, how badly did you want to spend time with us Marsh?" She looked up at me.

I sighed. "I wish I could of spent the whole night with each of you girls." I looked past Pinkie, and saw the rest of the girls come walking through a huge archway. They all were smiling except for Rainbow. They all sat down at the table, Rainbow sitting next to me. I leaned over a whispered. "Hey, whats up RD?" She looked at me and frowned.

"Nothing, I don't want to talk about it, or to _anyone_." She coldly said and she turned lightly away from me, not once looking back. _What is that about? Wait anyone? She means me... _The princesses came in, and walked towards the table.

"Good morning friends, allow me to personally thank you all for making this the best Grand Galloping Gala ever! Now, lets eat!" Celestia spoke before sitting down, levitating a doughnut to her before taking a delicate bite. Everypony started to chow down, most notably RD. She soon got down from the table.

"I will see you girls later, I have important things to do." She took off, not once looking at me.

I turned to Twilight, and she was a little confused to. "What was that about? I have a feeling that she hates me a little bit for some reason." I looked back towards the door, my appetite gone now at the thought of losing one of my friends.

"I don't know, I have never seen her like this before. Perhaps something happened last night, I do remember her talking to Spitfire after she came back from the garden. I would go see her, but then again, getting to Cloudsdale is not easy." Everypony nodded at the last statement. I thought about it for a moment, then had a bright idea.

"Twilight can you take my things back to the library for me? I have some business to attend to." I got up, and turned towards the main entrance, this was going to be a long day. "When does the next train leave for Ponyville?" I turned my head to the side.

"Five minutes." Twilight told me. "You might not make it in time, and that's the last train till tonight." I sighed.

"I have to, it's for a friend." I started to run towards the door, when I heard Luna call out.

"Tell them the Princesses will take care of the ticket, now go." I turned a little and waved before taking off as fast as I could towards the train station. Ponies were looking at me, I dashed through the streets through the streets, my blood pumping. I kept on running until I found a warehouse with boxes laying in the street. I ran faster and started to climb the boxes, I had to make it through of I would miss the train, I climbed and jumped over them all, my hands sore from the impacts. The taste of blood soon filled my mouth as my legs never stopped, they tingled as I finally reached the other side. I jumped from about ten feet, rolling as I hit the ground and took off running once again. Two minutes on the clock, my body wanting to call it quits, but I forced it to. _Come on I'm almost there. _I saw the station, the conductor pony yelling. "All aboard!" I closed my eyes and ran harder, I tripped over an uneven groove in the street but managed to roll somewhat on my shoulder. It hurt like hell, but I got to my feet and made it, I got on the train just as I was rolling off the station. I panted hard, I found an empty compartment and sat down, my breaths quick to replace the oxygen into my blood. I closed my eyes and leaned against the window, a bad idea, pain shot through my back a bit. _Dammit, that fall really hurt. _It least I was on the train, that was all that mattered. I laid back on my good side and closed my eyes, I heard the compartment door slide open and a gasp.

"Marshall are you ok?!" I opened my eyes and saw Octavia. "I saw you running for the train, what happened?" I narrowed my eyes, what was she talking about.

"I tripped and hit my shoulder, nothing to bad." She shook her head and put a white cloth to my face then pulled it back. Blood, I must of hit my nose off the ground. I grabbed a hold of the cloth. "Thanks Tavi. I didn't realize how much damage I caused to myself." She sat down across from me.

"So what are you in such a rush about Marsh?" I looked at her, her purple eyes looked on with wondering.

"Well, one of my friends stormed out this morning, I think she is mad at me. So I'm going to figure out why." She looked puzzled.

"Well if they left for Ponyville, wouldn't they be on the train?" I shook my head, she wouldn't guess that Rainbow Dash could fly, as she didn't know her.

"Well, she is a pegasus so she flew home, or to Cloudsdale." I sighed, _why is she mad at me, what did I do wrong?_ _I thought she really liked me, now she snapped at me, while not out of her character around someponies, around me, I haven't seen that ever._ I fell my eyes tearing up. "She said she doesn't want to talk to anyone, I knew she meant me." Octavia hopped over next to me, I removed the cloth as there was no more blood. And I hugged her. "Thanks Tavi, it's good to have a friend around." I broke the hug and sighed. "I have to get to the bottom of this." I looked down at her and she nodded. I looked back out the window and we were arriving at Ponyville.

"Well here we are, good luck. And if you ever see me, feel free to say hi." She got up and walked off the train, I followed and waved goodbye to her as I jogged into Ponyville. I looked around, hoping to find just the pegasus I was looking for. I looked for about ten minutes but to no avail. Then an idea popped into my head, I walked towards Sugarcube Corner, and looked inside and sure enough, sitting at the table was Derpy.

I walked inside and came around to her front. "Hey Derpy, how are you?" She looked up and her eyes crossed and her face lit up.

"Marshall! I didn't see you at the Gala, oh I have a letter for you by the way." She leaned down into her saddlebag and pulled out a letter. I read who it was from, there were dried wet spots on it. I opened it up, and started reading. As I got half way through and my eyes teared up, the tears fell from my face and splattered onto the letter.

"Dear Marshall,

This is for your eyes only. I am writing this to you to let you know, I don't want you to come near me for a while, or forever. Whenever you do, I change. I have an image to keep up, I can't be all lovey dovey with you anymore. I spoke to Spitfire after the Gala and she spoke about how it would be cute if you and me dated. I'm not here to be cute Marshall, I need to be tough, I am tough, and if we did date she may never let me into the Wonderbolts. She took a liking to you Marshall, I know that look. I will be staying up in Cloudsdale until I can handle being around you. I don't know how long that will be. I have dreams to follow Marshall, I can't let you or anypony else stop me. But I don't hate you...I...o...u... Sorry about that, little water spill it's fine. Just know that I like you, as a friend and it will stay that way. No more hugs, or mane rubs. If are around me, ever, act tough please, for me?" I noticed more tear stains covering up the next part. "Your friend... Dashie." I dropped the letter and just let the tears flow. My heart, felt a bit empty at the separation of one of my friends.

"Marsh, are you ok?" I head Derpy say, I shook my head as my I shuddered. I fly up and land on my back. "It's ok Marsh, shh shh." I felt better, having a friend to help you cry when you need to. I had to get her back, it wouldn't be the same without her, at any cost I would.

"I have to find her, Derpy can you do me a favour?" She looked at me and nodded, her eyes going almost straight, and they were watering. "Follow me." I got up and she followed, I went straight to the library and got some of Twilight's parchment and quills. I had a letter to write.

"Dear Spitfire

This is Marshall, I need to speak urgently with you, please. Meet me at the Cafe in Ponyville at noon, I will pay for lunch. Signed Marshall."

I turned to Derpy. "Can you take this letter to Spitfire? Quickly?" She nodded and saluted before grabbing the letter in her mouth and took off. I sat there in silence for a bit. I looked at the clock and made my way out the door, making sure to take Dashies letter with me. I walked towards the Cafe and waited. I didn't have to wait long, as Spitfire soon came down, she didn't have her uniform on.

"Hey Marshall." She sat down and noticed me looking at her she sat down and giggled. "Can't take your eyes off me eh?" I slammed the note onto the table and she looked shocked, it fell open and read it. Her serious expression soon turned to a sad one. "Oh my gosh." She looked up at me, I started down at her.

"What did you say to her Spitfire. I have to know." She looked up at me, and shook her head.

"It was a joke, she is that serious. Yes while I do like you as a friend, I can she that she likes you more then that. Geez I never knew." She looked back up at me. "Lunch will have to wait Marshall." I nodded. "I will find her she is sure to listen to me." She smiled and I dropped down and hugged her.

I couldn't hold it in anymore and shook. "Its ok Marshall, I know how you would feel, losing your best friend." She dropped down. "But I have a mission to do, I will meet you in the library in one hour and report back my findings." She saluted me and I returned it before she took off flying. I walked back to the library, and just sat there. After ten minutes I started to pace, my mind was running a thousand times a minute Thoughts weren't making any sense anymore and I hit the wall.

"Dammit!" I hit it again, before I took a step back. My vision blurred and I felt weak. I fell to the floor and passed out.

"Get up Marshall? Hey are you ok?" I opened my eyes and saw Spitfire with a worrisome expression. I looked up at her and nodded.

"Just felt a little weak. Did you find Rainbow?" She closed her eyes and shook her head.

"She wasn't in Cloudsdale at all, I have no clue where she is I have all the Wonderbolts keeping an eye out for her." I thought about if for a moment and realized.

"She never left the castle... Why did she trick me?" I sat up, I was less then amused. "This isn't like the best raw flier I know." Spitfire raised her eyebrow at me.

"Best raw flier?" I looked at her, I started right into her orange eyes and nodded.

"With a little training, she could learn so much and be so much better. She has dreamed about the Wonderbolts since she was a little filly. Its her dream to be one of them." Spitfire thought about it for a minute.

"Well raw talent or not, we don't leave our friends." I looked at her and told her of the second time I fought Gilda.

"And she never left my side, she could of be grounded permanently. But she put her life on the line to try and save me." She was crying, her head down and shaking. "And she would do it again and again."

"I...I...I didn't know about that, she put her passion, her main existence on the line for you." She looked at me. "That is the most loyal thing I have ever heard a friend do for another. You both worked well together. I am going to make her a Wonderbolt trainee when we find her. And she had better thank you for it." I nodded and kissed her on the cheek before hugging her.

"Thank you Spitfire." I held her for a quarter of a minute, before breaking it. "But now to find Rainbow Dash." I looked out side and it was raining hard and the wind was blowing and dark. "You can go sleep up in my bed, I know you can't fly in this weather very well. I'm going out to look for her." Spitfire gasped and yelled.

"Are you nuts? You could die out there." I looked back at her.

"As so could she." I turned and walked out of the library, almost instantly getting soaked. I closed my eyes and felt like she was in trouble, but where? _Where would she hid? Where would I hide, wait...no the Everfree Forest! _I opened my eyes and took off running. The rain beating down on me, soaking me from head to toe. I soon made it to the edge, and stepped in. "Rainbow Dash! Rainbow Dash! Where are you?" I ran further inside. I grabbed a branch from the ground, just in case something went wrong. I head a growl behind me and turned around, a pair of orange eyes looking back a me before lunging at me. I swung the branch and I hit it, the eyes disappearing into a pile of sticks and twigs. I kept on walking. "Rainbow! Rainbow! Please, where are you?" I walked a couple more steps before I heard a grunting. I looked through the darkness, and saw something lighter coloured then the rest of the surroundings. I ran over to it and saw Rainbow Dashes wing pinned under a tree. "Rainbow!" I bent down and looked at the tree.

She looked at me and frowned, she was soaked and shivering a bit. Her magenta eyes filled with regret and sorrow, with a hint of anger. "Leave me alone! I..I don't need your help! I told you I didn't want to see you..." Her eyes, watering from tears.

"You have to talk to Spitfire, she is back at the library, she will explain everything." I looked at her, she was cut and bruised. "Did you fall?" She looked at me angrily.

Tears were flowing down her face and off her chin. "So what if I did? I am still a great flier!" Her pride taking control of her. "And I don't need your help!" She lashed out with her hoof, across my face. I closed my eyes at the impact, it sent my head to the side. I felt the pain shoot through my face, tears ran down my face. I turned back and I looked at her. Her mouth was agape and her eyes were filled with shock. "Marsh... I'm sorry... I don't know what came over me." She started shuddering. "Please forgive me, I...I..." She couldn't say no more. She broke down, burying her face in her hoofs, her ears laying flat against the side of her head. The rain fell harder on us, and I looked at her. I touched her mane and stroked it.

"I know Dashie, I know. We have to get out of here now." I stood up and tried to move the tree, but I couldn't get it to budge. She looked up at me, I leaned down to her and laid my forehead against hers. "I will get you out of here." She shot her hoofs up and around my head, and she pulled my lips to hers. She kissed me, moving her cold lips against my warm ones. They moved together in perfect harmony as I felt her cheeks get red. Here we were, kissing in the rain pretty romantic right? While she was pinned under a tree in the Everfree Forest, that part, not so much romantic. We continued until she broke the kiss and looked up to me.

"I won't ever leave you again." She said, straight from the heart. I nodded and  
heard a growl behind me. Her eyes went wide. "Timberwolf... Get me out of here please." I nodded and heaved against the tree, but it wasn't moving. I then rammed it with my shoulder, the pain from earlier, coming back through it as I pushed with all my might and she pulled her wing out. "Lets go Marshall!" We took off running, I heard the timberwolfs behind us. We ran and ran, and we were almost out of the woods when RD suddenly stopped. A step hill, with rocks. I grabbed her and she yelped as I jumped down, I managed to stay on my feet for a bit until the bottom when I wiped out and landed on my back, knocking the wind out of me, and hit my head back, I was heavily disoriented. "Come on, lets go, were almost there." I breathed heavily as I tried to get my breath back. She took one step before yelping and falling. "Ow, my hoof" I looked at it and it looked like she scratched it pretty bad. I looked back at the timberwolfs coming down the hill. I scooped up RD and took off running towards Ponyville. I ran, and ran, not quite catching my breath, my mouth felt like I was bleeding through it. We soon made it to the library and I rammed the door, falling in with Dash in arms.

I heard a gasp then Spitfire call out. "Marshall, Rainbow Dash. You guys are alright!" I looked up at her then back at Rainbow. And smiled, and felt sick, the room spinning before I blacked out from exhaustion.

I awoke, the walls were white, and I heard a small beeping. _I must be in the hospital._ I looked at myself and saw Rainbow Dash curled on on my chest sleeping, the white blanket covering us both up, her warmth making me smile. She was purple in some places and her wing was bandaged up, but she looked fine other then that. She yawned before opening her eyes, looking deep into mine but at first not believing it. She lifted her head up, and brought her face close to mine. She blinked and her face lit up. "Marshall!" She hugged me, nuzzling her face into my neck. "You are finally up!" She pulled back and I smiled, her magenta eyes shedding tears. "I missed your smile." I looked at her, then outside. It was sunrise, the sun just over top of Ponyville.

"Hey Dash, how long was I out for, a day or so?" She looked at me, tears running down her face, she shook her head.

"Try two weeks, you had head trauma and they didn't know if you would make it." She nuzzled her head into my chest. "Everypony is worried sick." I looked at her.

"Were you here with me for the whole two weeks?" She looked up and blushed before nodding.

"Well, I wanted you to wake up to a familiar face." She smiled and got closer to my face. "I'm a Wonderbolt trainee now thanks to you!" She kissed me on the lips, just a little one, and she pulled back and frowned. "I'm sorry for what happened that whole day. I felt like my dreams were being pulled from me, and I felt like our relationship, the way it worked, was jeopardizing it." I hugged her and just laid there.

"If I felt the same way, I may of done something similar." Caressed her face, wiping off her tears. "Come on, don't cry, I'm fine now. I don't like when your beautiful eyes are crying." She looked up and me.

"Do you really like my eyes?" I nodded, I moved my hand to move her hair out of her face.

"I love the colour, I really do. They are so, mystical." She blushed and giggled, and started into mine.

"Well, I like yours, they have such a nice colour. The bluish green colour with tan around the middle, its very unique." I blushed, and smiled as she complimented me. "And your smile, hehe." I rubbed my hand on her face and she nuzzled it. "And your fingers, that's a big bonus." I decided to tease he a bit as I brought my hand away and she looked at me, pouting.

"Does Dashie like my hand on her face." She nodded and whined a little. I chuckled and brought my hand back to her face. "Don't worry, this stays out of the public eye." She nodded and laid her head down my my chest. I brought my hand to her mane and started stroking it, her silky smooth hair felt good on my fingers. She sighed and I breathed deeply, she relaxed, as my hand worked her mane and she listened to my breaths and heart beat.

"I love how deep you breathe, so relaxing..." Her voice trialing off into a small moan as I scratched her ear. I was real easy with it, never playing with a ponies ear, not wanting to hurt her. "That feels good." She giggled.

I heard a knock on the door, and in walked a white mare with a red cross for a cutie mark. She looked at me and gasped. "Oh, you are awake, good. The doctor didn't know if you were going to wake up. I will go let him know." The nurse left and me and RD were alone again.

"I can't wait to see the rest of the girls again, what was only like a couple of seconds, must of been like an eternity for them." Rainbow Dash slowly nodded, I looked down at her and she looked so peaceful. After a while the nurse came back in and behind her was a doctor.

"Good morning Marshall, how are you feeling?" He walked over to me, his eyebrow raised.

"I feel pretty good, how much longer do I have to stay here?" He chuckled.

"Just for the night, I want to make sure you are perfectly fine, but I need to do some tests." He looked at Rainbow. "I'm sorry, but I need you to leave while I do these tests." She looked up and me, and I returned her look.

"Don't worry, I will be fine. Can you tell the girls that I am fine? I would love to see them again." Her eyes lit up and nodded before trotting off. "Alright, lets get started." The tests didn't take very long, his horn just glowed and he took down notes.

"Alright Marshall, were done here. Now just relax and you will be released tomorrow morning." He turned and left the nurse following him, another nurse coming in after they both left.

"Feeding time, I bet you are hungry being out for so long." She said and she put down a plate of... food I guess, it didn't look that appetizing at all.

"Uh thanks." I put on a fake smile and she sighed.

"Its meant to be as nutritional as possible without sacrificing the flavour." She turned and left.

I looked down at the stuff that was laying on the plate, I wasn't that hungry anymore. I put it onto the table next to me before I heard a knock at the window. I looked over and saw Rainbow Dash open it. "Hey Dash!" A yellow blur flew right past her, making her spin in circles and almost knocked my off the bed. "Fluttershy?" She buried her face into my chest, and she shook. "How are you? Wait are you...crying?" I felt her shudder and nod.

"When I heard what happened...I...I..." I wrapped my arms around her mid-section, holding her close to me. I stroked her long pink mane, her heaving slowing and becoming more calm as the door opened and the rest of the other girls walked in.

"Hey girls, how are you?" They all ran towards me and stood by my bed.

"Marshall you're ok!" The all said at the same time. She all leaned onto the bed.

"Hey I'm fine, don't need to bring the bed down on me." She giggled and Fluttershy nuzzled her face to mine

"I missed you all so much!" I hugged her.

"Well, if I had a sense of time while I was out, I would miss you all to." I looked at everypony they all had smiles. "Well, tomorrow I can get out of here, but for now." I looked over at the plate of food. "You wouldn't happen to have something, appetizing would you?" I chuckled and before I knew it, a big green apple was shoved in front of my eyes. "Ahh, much better. Thank you so much AJ." I took a bite. "Mmm, ain't nuttin like a nice big ol apple from down on the farm." I said in my best southern accent I could muster. The girls giggled and Applejack blushed and pulled her hat down over her face.

"Aww shucks Marsh, I didn't know y'all could do that now." She chuckled and lifted her hat back up.

"Well, I gotta keep my country girls spirits up don't I?" I munched on the apple more, boy was it delicious. It was nice and juicy, a little sour but perfect none the less. "I can't wait to get out of here." I pouted a bit. "Wish I could get out today, but tomorrow morning I can't wait for a good breakfast. Well, you girls probably have things to attend to, so I don't care if you have to leave." The all looked in every way but mine. "That's what I thought, now get going, I will be fine." I hugged them on by one and they left except for Fluttershy.

"I don't have anywhere to be today Marshall, I can stay with you...I mean, if you want to." I nodded, and looked around my room noticing a bathroom with a shower, but nothing for her to sit on, so I bent down and scooped her up. The eeped a bit before I laid her on me.

"Well, I don't plan on getting out of bed for today." I looked at her, she had dark bags under her eyes. "Have you slept very much lately?" She didn't look at me, and slowly shook her head.

"I couldn't sleep much, I was worried about you, we all were. But I..I..." A small smile forming on my face.

"I know, you are usually more worried then the rest." I brought her to my face and kissed her on the forehead. "Take a nap, I am pretty exhausted myself." She nodded, and moved her face so she was looking me in the eyes.

"I'm glad you are ok Marshall, I don't know what we would of done without you." She brought her face closer, I felt her breath on my mouth, her own slightly agape, her eyes darting from my lips to my eyes. I opened my own mouth and traced my piercing across her moist lips. She brought her tongue out and licked it a bit before sealing her lips on it, and pushed forward. She took my barbell into her mouth, our lips moving in sync with the others, I felt her tongue move against the end of the barbell. I stuck my tongue into her mouth, her lips opening to take it in. Her own, snaking around mine, feeling the texture of my taste buds, licking around the ball, and wrapping underneath. I brought my hand up to her face, caressing her as our tongues danced their secret dance that they shared, between our mouths. I felt the heat of her face, her blushing cheeks, warm to the touch. Her shallow breaths, warming my face from her nose. I grabbed the back of her head, running my fingers through her mane. I broke the kiss, a single saliva strand keeping us connected. We both opened out eyes, noticing it, she giggled, before she licked it off her lips.

"You know, you are a great kisser Marshall." Her blushing, reddened. "You really know how to get a mares heat pumping." I felt her heart beat in my chest, it was fast, her breathing coming in, shallow with excitement.

"Lets get some sleep, ok Flutter?" She closed her eyes and nodded, curling up on top of me, I covered us both with the blanket and scratched her ear. She mewled softly and was soon asleep. _Man, what crazy adventures go on here. _I thought before falling asleep.

I awoke, I noticed it was still a little bit dark. I noticed Fluttershy moving a bit. I turned on the lamp next to me and she froze and gasped. I looked at her, I was stark naked, the blanket lifted over her head, blocking the view of anyone at the door, her moist lips running up and down my cock. "Oh my gosh, I didn't expect you to wake up." She panicked, but didn't stop. "I can't help it, this is as far I will go ok? Please., I need this" My cock twitched and she felt it, she ground her hips to mine. "I see you need it to." I looked back down, then up at her, and frowned and she eeped.

"Can't kiss my while you take advantage of me?" She squeed a bit and lunged forward, her hips thrusting harder. She drove her tongue into my mouth as we both thrusted together, my cock separating her lips, they were moist and getting wetter. I broke the kiss. "Turn around." She nodded and turned around, her pussy lips never leaving my cock, she moaned as she did so and looked back at me.

"What are you going to do?" She eeped as my fingers found her pussy, getting them nice and moist. I pulled her to my face, my tongue driving in as she plunged my cock into her mouth. I rubber my moist fingers to her tail hole and she moaned and tried to protest as I slipped them in. She stopped moving her head, I thrust my hips up as I gently pushed my finger in. I removed my finger, before replacing it with my tongue. She brought her head up.

"That feels, so strange but good." She looked down. "Can you... stick it... there?" I was shocked, she wanted me to fuck her, in the ass no less. She got off my face and turned around, lowering herself to my cock, I grabbed it as she lined her self up. We both gasped as the head went in. "Please, be gentle." I nodded, and gently grabbed her hips before lowering her down. I moved on hand to her clit and pinched it, Fluttershy gasped and recoiled, pushing my cock in another inch. She gasped and looked back before sitting her rump all the way down, my cock balls deep in her rectum. "Ahh, ohh, ahh." I felt her wall quiver as they were separated, she was warm and wet inside, my pre-cum lubing her up even more. "Yo...you can... continue..ohh..now." She stuttered and I lifted her hips off me and sank back in. She moaned as my cock spread her opening, I groaned as I slam meet her hips with mine. "Oh yes Marshall, you are so big." She laid her head down near mine as I did the work. She was rather light and that made it easier to pick her up. I felt her muscles squirming on me. "Marshall, I'm close!" She panted and I sunk two digits into her vagina. "Ahh yes faster..." She trialed off as her walls clamped on my fingers, I still fucked her ass, as I felt my orgasm soon approaching me.

"I'm gonna cum soon Fluttershy." She nodded, and I pounded her, a littler harder then I would of liked. I felt my body prepare to shoot my seed, I plunged deep and squirted. She gasped and rocked her hips, I unloaded into her tail hole. She soon pulled me out and took it in her mouth. I grabbed her hips and plunged my tongue into her vagina, her walls clamped shut, her juices squirting into my mouth. After about a minute, we both laid there in the after glow. "Oh sweet Celestia that was amazing." She nodded, releasing my still hard cock from her mouth. "Lets go get cleaned up." We got off the bed and walked towards the bathroom, her face red and she grunted. "Whats up?" She looked at me and shook her rump a bit, before I realized what she was doing. She was holding my seed inside her so it wouldn't leak on the floor.

We quickly got it and she relaxed, my seed soon seeping from her tail hole. I got behind her and stuck my finger into it, she moaned and I loosened it up, to let the rest out. "There, how is that?" She turned and licked my cock head.

"That was wonderful Marshall." She looked nervous. "You were my first, was I...was I your first?" I looked at her and thought about it.

"Well, for anal yes, I have never done a mare in her love tunnel." She giggled and nuzzled my hands as I washed her down, making sure to leave no trace on either me or her. As soon as we were done in the bathroom, we walked out and saw the doctor staring at us. "She helped me, I was feeling a bit wobbly on my legs, not having to walk for two weeks. But I'm fine now." He bought it and walked towards me and stuck his hoof out. I grabbed it and shook it.

"Congratulations, we are checking you out of here. And take it easy for a while, ok?" I nodded, me and Fluttershy following him out of the room and to the main entrance. We walked outside, the sun just coming over Ponyville, a fresh new day.

"Well, hungry?" I looked down at Fluttershy and she nodded, returning my gaze. We walked towards the Cafe. When we hit the market place I saw Applejack pulling apples like usual. "Hey AJ! Over here!" She looked over and smiled, waving her hoof. Me and Fluttershy walked over.

"Well howdy Marsh, Fluttershy. How are y'all doin this mornin?" She tilted her head a bit, a friendly smile coming over her face.

Fluttershy spoke up first. "Oh it is wonderful, we had a good sleep. Marshall is really comfortable you know." Applejack laughed.

"Well that's good to know, I might just have to try that out myself." I gulped and she glared at me. "What, you think I'm fat?" I shook my head.

"No, you are a lot more muscular then anypony I know, well except for Big Mac that is." That didn't really make her smile, so I continued. "You are really strong, and as a plus it shows off your curves more." I walked over to her and hugged her, I glanced at her hair. "You know, I always wondered what your hair looked like undone." I whispered and I winked to her, she blushed and smiled.

"There ya go, you sure know how to give a cowgirl her kick in the morning." We all laughed.

"Well, me and Fluttershy are going to get breakfast. See you later AJ." We both waved goodbye and headed to the Cafe.

"What did you say to her? I don't think I ever seen that look in her eye before." Fluttershy asked and she looked up at me. I blushed and scratched the back of my head.

"Compliments Flutter, you know how they make you feel funny in your pretty little tummy." She blushed a bit before nodding.

"Hehe, you are such a sweet talker Marsh." I pet her head.

"Well, you know you love it." We soon arrived at the Cafe, and sat down. Getting the regular breakfast they served. Hash-browns, egg, and some hay for Fluttershy, and an apple split in two for me. We both chowed down on our meal, I was almost done when Fluttershy finished hers. I was eating half my apple, and I offered the other to Fluttershy. She looked around before taking a bite, nibbling my hand a little bit and I chuckled. "You are such a cutie Flutter." She eeped and blushed, continuing to eat the other half of the apple from my hand.

She got up, next to my face and kissed me on the cheek. "Thanks Marsh. But I have to go to my animals, sorry." I shook my head and put my finger on her lips.

"Go, they need you. Besides, I have a couple other friends I want to see." She nodded and put some bits on the table. I waved goodbye to her and walked towards a certain ponies place. I knocked on the door.

"Hang on a sec!" I heard a voice I haven't head in a while call from inside. The door open and I was pulled in, grabbed by the pony I wanted to see, Lyra! "Oh my gosh Marshall! I haven't seen you in a long time." She got off me and I stood up. "I heard what happened, sorry I couldn't visit you, when did you wake up?"

I looked down at her and pet her mane. "Just yesterday, besides my closest friends, I decided to come here first." She tilted her head and smiled.

"Hey Lyra! Who is here?" I head another voice call out. I seen a white pony come around the corner. Vinyl galloped to me and tackled me. "Marshall! I haven't seen you in a couple of weeks!" I got up and hoof bumped her. "Have you seen Octavia yet?" I shook my head no. She frowned a bit. "She was so worried about you, I haven't even talked to her for a while. You should go see her." I nodded, but then frowned. "Oh yea, you don't know where she lives do ya, she lives near Sugarcube Corner, the house with the purple roof." I hugged them both and left, looking for Tavi's house.

It wasn't hard to find, I knocked at the door and heard slow hoof steps. The door opened, and she looked, tired. "Yea.." Her eyes shot open, and she stuttered and touched her hoof to me, wondering if she was imagining me or not. I chuckled and picked her up.

"Hey Tavi." She squealed and hugged me tightly.

"Marshall! You are ok!" She teared up a bit. "They said you might not wake up, I visited you the first night, you got really messed up." I stroked her mane and closed the door.

"It's ok Tavi, I'm fine now." She pulled back and looked at me. "I missed you." She raised her eye brow. "Whats up?" I started at her. "Uhh crap." I sighed and stuck my tongue out and she gasped.

"You have a tongue piercing? Ohh wow." She blushed. "That's... exciting" She licked her lips and moved closer. I took a small step back but she tripped me. "You mind if I have a little feel?" I shrugged and pushed her back and landed on top of her. She giggled and moaned when my lips meet hers. I felt her tongue lick against my lips and I snaked mine to hers, she licked around my piercing, and she moaned before sneaking it out a bit before she took it with her lips. I pulled away, and she wined.

"Enjoy that Tav?" She nodded and blushed.

"Sorry, got a little carried away. I usually have more self control then that. I helped her up and looked out a window, towards the library.

"Well, I will see you soon, I want to get home and get clean clothes on." I waved goodbye and left, she closed the door behind me and I walked home. I soon made it to the front door and quietly opened it, seeing Twilight laying her head on a table. She sighed.

"Oh Marshall, I miss you." I walked up behind her, noticing tears on her face, and on the table.

"Well you don't have to miss me any longer." She gasped, and spun around. And hugged me.

"Marshall! You are home." I held her for a couple of minutes, just standing there while she grabbed my chest. "I missed you so much." I yawned and she followed in suite. "Sorry bout that, I haven't slept that well for a while." I looked at the clock.

"How about we turn in early?" She slowly nodded and I picked her up, bringing her to my room. I laid her down on my bed and I stripped, getting comfortable.

"You have filled out a bunch more Marshall." I looked and Twi blushed. I flexed my arms and she gasped. I chuckled and climbed into bed.

"Lets get some sleep Twi, good night." She nuzzled me and we both fell into a deep slumber. What could happen tomorrow? Only time will tell.


	11. The Changelings

**All songs mentioned are copyrighted to their owners, I do not own any of these songs.**

I felt the bed shift next to me, then a pair of warm lips on my cheek. "He looks so cute while he sleeps. I will get breakfast ready and..." I heard Twilight's voice trail off as she spoke to herself. She laid back down, and snugged into me, her warm body felt good against me. "Mmm forget it." She cuddled up to me and just laid there. We fit together perfectly, my arm draped over her and the blanket covered us perfectly, keeping in the warmth.

I sighed and she replied with her own, neither one of us wanting to say anything, we just cuddled in the morning bliss, the sunlight covering the blanket, just avoiding out faces. I nipped at her ear, and she giggled. "Good morning Marsh." She said softly, not wanting to raise her voice, enjoying our time together.

"Good morning Twilight, I missed waking up to you." I hugged her.

"Aww, thanks Marsh. To be honest, I slept in your bed, when you were in the hospital." She blushed a bit. "I really missed my bed mate." She giggled a bit. I brought my hand to her back and started to run my hand up and down. I pushed with my fingers just hard enough to massage her back. She sighed. "That is so relaxing."

I chuckled and kissed her right behind her ear. "Come on, lets get up." She nodded and we both got off the bed, stretching and walked towards the door. Spike was already up and gone, presumably doing his morning chores. Knowing we were alone, I picked Twilight up and she yelped before giggling.

"Someone is feeling much better this morning." I cradled her in my arms and she blushed. I glanced down at her, while I walked down the stairs towards the kitchen. I set her down gently and she walked off. "I will start breakfast." I nodded as she glanced back at me. I decided to get in the shower and put on some fresh clothes, I walked past my dresser, and picked up a small three inch bladed knife. _I had better keep this on me, never know what could happen_. I got out of the shower, and was just getting dressed when Twilight knocked at the door and opened it. "Breakfast is ready." She sniffed the air and blushed. "Oh, you... smell nice." She quickly said before she closed the door and I finished getting my clothes on, strapping the knife's holder onto my hip, underneath my belt. I turned and left, then went down to the kitchen.

"Hey Spike." I head Twilight's voice, and saw the front door open, and through it walked Rarity? With Spike trailing right behind her, munching on a big blue gem. "Hi Rarity, what brings you here?" Rarity trotted up to Twilight.

"Oh Spike was just helping me dig for gems and told me that Marshall was back here, so I decided to stop by and see him." I walked up behind her, she didn't hear me as she spoke to Twilight. "Thanks for letting him help me Twi, I can't thank you enough."

Twilight shook her head. "It's no problem Rarity, at least he gets out of the house." They both giggled and I wrapped my arm around Rarity. She yelped and jumped a bit as she looked at me, smiling a bit, Spike was laughing a bit in the background.

"Hello Marshall." She frowned. "You could of said hello, not startle me." She pouted playfully.

"Aww, I'm sorry Rarity." I pet her back and she smiled and closed her eyes.

"Mmm, I forgot how your fingers feel." She giggled and whispered in my ear. "Would you mind coming back to my place and give me a massage? I have been so stressed lately, I haven't been to the spa in weeks, and I could really use one." I nodded and she giggled. "Thanks." She pecked my on the cheek.

"I would love to try out some of your human designs for you. Would you like to stay for breakfast first?" I made up a story and looked at Twilight, who already had it done for all four of us. "Thanks Twilight." I picked up two plates, and set them down at the table.

"I'm fine guys, I already had a couple gems." Spike said while walking up stairs with a broom.

I picked up three cushions for Rarity, Twi, and myself to sit on. Rarity looked at me, she blushed and fluttered her eye lids. "Thank you Marsh, you are quite the gentleman." I blushed.

"I'm just doing what a man should do for a couple of ladies." I set them down, and we took our seats on them and ate. "Like always Twi, this is delicious." Rarity nodded, taking small lady like bites, a cloth, dabbing her lips after she took one. She floated a small cup of tea to her mouth, sipping lightly and opened one eye, looking at me and raised her eyebrow.

She closed her eyes. "It's not polite to stare you know." She retorted playfully, Twilight giggled as I snapped out of it and blushed.

"Sorry Rarity, even how you eat is alluring and very lady like." She jumped a bit and blushed, her cheeks red and she smiled. We finished our meal and Twilight hovered the dishes to the sink. "I will see you later Twi, and thanks." I hugged her then kissed her on the cheek, before opening the door for Rarity and following her to her boutique. I opened her door for her, she blushed.

"It's hard to get used to a real gentleman, anyways, upstairs is our destination." I looked at her while she walked towards the stairs, I swooped down and picked her up. She gasped and giggled. "Ooo, this is new." She started at me the entire time I walked to her room. She was blushing as I put her on her bed. "Umm yes, lets get started shall we?" I nodded and straddled her hips. "You can massage me anywhere."

She gasped, I haven't even touched her, her cheeks flustered. "Alright, here I go." I pushed my fingers into her shoulders, she laid her head down and moaned. I pushed down and ran up with my thumbs as I gripped her shoulders.

"Oh, that is wonde..." Her voice trailed off as my hands trailed down her spine, my fingers pushing her muscles, leaving her moaning and gasping. Her breathing slowed and I heard her snoring sightly. I chuckled and continued to massage her. I soon got to her flanks, and massaged them, thinking nothing about it, until her legs spread open a bit. I blushed, but continued until my hands were on her cheeks. I stopped and I laid up next to her. "Thanks..." She mumbled softly. I cuddled against her and laid my head down on her comfortable pillows.

"I'm happy to make my friends happy." I leaned to peck her on the cheek, but she surprised me and moved her mouth to mine. Her glossy mint flavoured lips met mine, and they both started moving. I ran my barbell across her lips. She stuck the tip of her tongue out to lick against mine as we made out. It only lasted about ten seconds, but still left me feeling tingly inside. "You mind if I go..." I heard her snore lightly. I got off the bed and covered her up. Kissing her on the forehead. "Sweet dreams." I left her room and walked out to Ponyville. I looked around and saw Twilight head towards the Everfree forest. _What is she doing? _I decided to investigate, wondering if I could help her out with whatever she was doing. I was about two hundred yards away from her, when she finally stepped into the forest.

_Dang just missed her, oh well. I can catch up. _I got to the entrance and walked in, losing sight of her. I shrugged it off and continued to walk in, getting disoriented easily of my surroundings. _I really glad I took my knife with me this morning. _I stopped and looked around, the dark woods surrounding me, I was nervous, and turned. "Now where am I?"

"I look here at what I found. It does not know, it's way around." A voice rang out through the trees. I jumped and turned, keeping on edge, wondering where that voice came from.

"He...hello? Who's there?!" I looked for anything, only hearing giggles coming from the voice. I pulled out my knife I had on me, then a gasp.

"It seems this one want a fight. If he does, he wont see the light." I was puzzled. "Put down that knife, if you really enjoy your life." The voice was firm, but comforting. I returned it to its holder.

"Show your self!" I heard a twig snap behind me and I spun, my hand turning to the handle of my blade. I saw a zebra, her turquoise eyes looking me up and down. "Who are you?" She walked over, then around me, I didn't move, but it let me get a detailed look at her. She was a zebra, black and white. Her mane was a mohawk, She had two golden hoops in her ears, and down her neck, as well as down her front left hoof. She wasn't stripped like a zebra from earth, she was only stripped in certain spots, but I found it made her more mysterious. Her cutie mark... or was it? Anyways it looked to be swirled sun, with triangle rays.

"Zecora is my name, now will you give the same?" Her rhyming added to her mysteriousness.

"Marshall, pleased to meet you, I haven't seen you before. Do you live in Ponyville?" She laughed and shook her head.

"My home is this place, is it not up to your tastes?" I blushed and shook my head, hopefully I didn't offend her.

"I'm didn't mean to offend, I just never seen you before. And I think that's for the better." She frowned and took a stance. "It makes you more mysterious, I like that about you, very mysterious." She blushed  
and stood back up, picking at the ground a bit.

"It seems you are quite a flirt, making me blush and pick at the dirt." She looked at me, and her eyes lit up. "I think I remember somepony talking about you" I raised my eyebrows. "And I'm guessing you want to know who." I nodded and walked up to her.

"Do you think we could get inside somewhere? I really don't like it out here." She laughed and nodded, before starting to walk to my right. I followed.

"To my hut we will take a little walk, and once we are there, we can talk." Her rhyming was a unique feature. We walked through the woods in silence, until we came upon a tree, with wooden masks laying around near it. We walked up and she opened the door, and let me in, closing the door behind me. I grabbed the handle of my knife again, not taking any chances. "Now that we are inside, tell me what is on your mind." I smiled at her constant rhyming.

"Well, I saw my friend Twilight walk into the fores and I was following her, to see where she was going." She was surprised.

"Ah, so you are friends with Twilight, so no more need for a fight." A door in the back opened, and out walked Twilight.

"Hey Zecora do you have any..." She gasped as she saw me. "Marshall!" She ran to me and looked up excitedly. "What are you doing here?" I pet her name.

"I saw you walk in here, and I followed but got lost." I looked over at Zecora. "But Zecora found me, and she led me here." Zecora nodded.

"Marshall was at first a little scared, but I see he really cares. He was looking out for a friend, even though it could of brought his end." She looked at me. "Twilight told me how you make a pony feel drained, after you ran your fingers through her mane." She stepped closer, and I just looked at her. She frowned a bit. "Are you going to start, or should I put you out in the dark?" I gulped and nodded, putting my hand to her mane. She sighed and I ran fingers through her stripped mane.

"What is it with you girls and my fingers?" Me and Twilight laughed and Zecora just sighed again. I stopped and she smiled, blushing a bit. Twilight spoke up.

"Well I had better get back to Ponyville." I looked at her.

"I think I am going to get more acquainted with Zecora here." I looked at her. "If you wouldn't mind."

"That sounds good to me, what good friends we could be." Twilight waved good bye and left, leaving me and Zecora alone. "So what are you? You are one, who around here, seems to be new."

"Well, as you know, I'm Marshall. I am from somewhere called earth. I have been here for almost a month. I have no clue how I got here, but I love it here more. I would never want to go back home." I looked at her, she was looking on intently and nodding. "And thanks for getting me out of the forest." I bent down and opened my arms. She looked at me before smiling.

"Ah, so you want a hug? For me to deny, would be very smug." She said before getting up on her hoofs and wrapping her arms around me. She was a bit taller then a regular pony, so it was a bit easier. She hopped down and started to look me up and down again. "I want know a little more about you, what do you like to do?"

I scratched the back of my head. "Well, I am a musician, I play and instrument called a guitar." She raised her eyebrow.

"That is something of which I have not heard. But I do like the sound of that word." I chuckled at her rhyme. "Now you may be wondering what I do. I have may concoctions and potions that I brew." She walked over to a bunch of little bottles. "Twilight came in here looking for one you know." She stopped. "But this is something you are not supposed to know." She thought for a moment.

I walked up to her and pet her back." It was good meeting you Zecora, but I had better get going. Do you know the way out?" She nodded and smiled.

"Yes, the way to go, it that way. And make sure to only travel in here by day." She pointed out her window.

"Thanks." I left her hut and proceeded to walk towards Ponyville, soon reaching the end of the Everfree forest. The sun blinded me for a second as I brought my hand to shield my eyes. I soon headed towards the school house, looking at the time on the clock tower, it was about time for school to be let out and I decided to see my three favourite fillies. I neared the school house and heard the bell ringing, the doors opened and all the children walked out, conversing with themselves. The three I came to see, were the last ones out, and they were talking to each other.

"So, how should we try an get our cutie marks today?" Apple Bloom was turned to Scootaloo. "And no more dangerous things Scootaloo. Trying to zip-line was a bad idea."

"Yea sorry about that." She giggled a bit.

"How about we try...oomph." Sweetie Belle started as the walked into me. "So sorry mister..." She looked up and me and trailed off. Her eyes lit up and a smile rose up. "Marshall!" Her voice cracking as she jumped on me, the others quickly following.

"Hey girls, how are you?" The all snuggled into my chest and didn't reply right away.

"We heard what happened to ya, Applejack and me have been mighty worried about ya. She could barely buck apples." Apple Bloom looked up at me, her eyes watering a bit.

Sweetie Belle looked up as well. "Rarity locked her self in her room for a couple of days. It took her a week until she finally started designing again." Scootaloo looked up last.

"As you know Rainbow was stuck in the hospital for the whole time you were there." I nodded and looked at the three fillies.

"I missed my three favourite fillies. So what are you up to today?" They got off of me and started walking towards Sweet Apple Acres.

"Were heading to our clubhouse, and going to think of more ways to get our cutie marks." Scootaloo was excited. _How excited can one filly be about trying to get her cutie mark?_

"You have a clubhouse? Nice." They all nodded.

"And I'm sure Applejack would be glad to see ya again." I nodded, I looked up and saw we were there. I looked around and saw Big Mac walking around.

"I'll see you girls later." They giggled then ran off, and I walked towards Big Mac. He saw me and smiled, but didn't say anything as I approached.

"Hey Big Mac, you doing good?" I looked at him.

"Eeyup." _Stallion of few words. _

"Is Applejack around here?" I looked around, looking for any sign of her.

"Eeyup." He pointed towards the barn.

"Thanks Mac." I walked towards the barn, looking for Applejack. I saw her stacking apple bushels, she was sweating a bit and panting. "Hey country girl." She turned and smiled.

"Marshall! Nice to see you." She raised her eyebrow, a look of concern on her face. "You here to work, are you sure that is good for ya?" I chuckled.

"No, I was just at the school house and met up with the CMC, then came here to see my country girl." She chuckled and blushed a bit.

"Aww shucks Marsh." She thought for a moment. "But there is something you could do for me, if you wouldn't mind." I looked at her and she walked up to me, shacking her back end. "I really could use a run down, I am more tight then a knot in a rope." She laid down and I straddled her hips. I pushed my hands into her back and she tensed. "He..Hey now." I quickly apologized and took it softer, or as soft as I could to do anything. I started at her shoulders, and I brought my hands to her mane, running one hand though it, and I undid her hair clip. "Hey, what in tarnation?" Her long blond hair flowing apart. I gasped and she blushed. "Ya could of asked ya know." She said smugly.

"What do you mean? Your mane in beautiful..." I brought my fingers to it, it felt like silk. The hairs were more fine apart, but it flowed through my fingers and she blushed.

"Y'all really like it?" She looked at me. And I nodded, my cheeks flustering. "Well them, could ya undo my tail?" I gulped and nodded. I reached down slowly and she giggled. "It won't bite ya." I removed it and she stood up and rotated. Her flowing blond hair was really alluring. I could tell I was blushing and I tried to hide it. "See somethin ya like sugarcube?" She walked up to me and pushed me onto my back.

I fell into some hay, and saw her come closer, her hair wrapped around her neck and ran down her chest. She looked...Well, words couldn't begin to describe how she looked. Her green eyes were half closed, sparkling and her hair was draped around her neck. She laid down next to me, her face on my shoulder, I slowly wrapped my arm around her and caressed her back. "You look..." I trailed off, not being able to find the words do describe her. She raised her eyebrow and I tried again. "You look so...so..." She giggled and blushed, bringing her head up to mine, face to face.

"Y'all are stumbling like a pony with four left feet." She blushed and blinked. "So do y'all really think I'm pretty?" I nodded my head.

"You are more then pretty Applejack, your..." I was cut off as she placed her hoof on my lips, tracing them.

"Don't say nothin more sugarcube." She moved her hoof from my lips. I traced them with my piercing. "What the?" I grinned, and stuck my tongue out, my barbell rolling against my upper lip. She blushed and stared at it.

"I have a tongue piercing, apparently it feels unique." I looked at her. "I think somepony wants a turn." She blushed and nodded, before grinning pushing me onto my back and straddled my chest. She looked at me, and brought her head down, I raised my hand to her cheek as she lowered it to my face. Our lips connected and she froze, I moved my lips, she followed soon after. She wasn't that experienced, like most others, but she quickly caught on. Soon I felt her tongue lick my lips, and opened them. Our tongues soon danced between us, she moaned as she felt my barbell. She broke the kiss and she looked at me.

"Well you sure are a great kisser partner." I blushed and she giggled, as she attempted to get up. I grabbed her and pulled her into a hug. "Aww, shucks." She nuzzled into my neck. "Come on now lover boy, time for me to get back to work." We both laughed and I let her get off of me. I sniffed the air, smelling apples, but something different. _Excitement? _I looked at her and I smiled.

"Got a little excited did we?" She was trying her hair back up and she jumped and froze. She turned away from me and blushed.

"Well you do know how to get a girl goin Marsh." She turned to me and walked up to me, looking seductively at me. "And I know how to get a stallion goin." Her eyebrows went up and down and I blushed.

"Well time for you to get back to work." She laughed and nodded. We both left the barn and I waved goodbye and decided to go see Fluttershy. The was was fairly long, but walking through the forest to her little haven was well worth it. As I approached her house, I saw her outside, tending to her animals. "Hey Flutter." She squealed and jumped, before looking over at me.

She gasped. "Marshall!" She flew at me "How are you today?" She nuzzled me.

"I'm doing great Fluttershy, how are you feeling." She blushed and looked at me.

"Well, my bottom is a little sore." She looked away, I didn't quite get why, but soon realized how it happened, and I blushed myself.

"Oh... sorry about that." I scratched the back of my head. She looked back up at me.

"Don't be." She looked away. "It felt pretty good." I blushed. "Anyways, what are you doing here?" She looked back at me.

"I was bored so I decided to come see you." She blushed and giggled. "So what are you up to?" She walked towards her house, and I followed.

"Well, I just fed my animals, you have lunch yet?" I shook my head and she smiled. "Well let's fix that. Come on, I will make us a nice garden salad." I followed her into her house, and she got to work, making our lunch. I sat at her table and just stared at her. She was humming a little song as she gracefully flew around and prepared our lunch. She put all sorts of veggies into the salad and I couldn't wait to eat. She put a bowl in front of me, I smiled at her.

"Thanks, you know, your quite cute when you are in your own little world." She eeped and blushed. I took a bite of the salad, and it was heavenly. The best salad I have ever had. I looked at her and she handed me another fork, and she pushed her bowl to me. She blushed and I knew what she wanted. I put the other fork into the salad and brought it to her mouth. She took it into her mouth and I removed the fork.

"Mmm." She chewed and smiled, I laughed as I fed myself and her. Man was she cute. After we finished, I brought out bowls to the sink and placed them in. She flew up behind me and hopped onto my back. "Thanks, that was... umm.. Sweet..." I laughed and turned as she let go and I grabbed her. I walked over to her couch and laid her down on it. She looked up at me and I laid on top of her a bit. She eeped and I brought my lips close to hers. She moved hers to mine and I drove my tongue into her mouth, she moaned as our tongues tangled together. I brought my left hand to her face and my other hand rubbed her side. Her body was pinned under mine and she squirmed, moving one of her hoofs to rub her belly. I grabbed it and she whined a little bit. She broke the kiss, and she was panting, looking up at me, eyes full of need.

"Here, let me thank you for lunch." She blushed and nodded, I flipped her over and massaged her shoulders. She sighed and I moved passed her wings.

"Can you, do my wings?" She spread them, and I nodded." I moved my hands to her wings and she moaned. "Sorry, they are a little sensitive, but it feels good." I continued and massaged both her wings at once, she moaned a little and bit a pillow, trying to keep her voice down. Her wings were nice and smooth, they were a bit stressed, having never been massaged before. "Oh that is wonderful." She whispered, I kept on going. I finished her wings and looked at her, she was almost asleep. "Th..." I chuckled and picked her up and brought her to her room. I laid down on her bed, and laid her on top of me. "Thanks..." She trailed off, kissed my on the cheek and fell asleep. I decided to take a little nap along with her, and closed my eyes and fell asleep myself.

I opened my eyes, to Fluttershy looking down at me. "Hey." She giggled and nuzzled my face. I picked her up.

"Now that's a nice sight to wake up, feel much better?" She nodded. I put her down and stretched. "Well, I might be heading home, I feel like some music right now." She looked down.

"Mind if I... tag along?" She looked up at me, eyes twinkling. I shrugged and nodded.

"Well, I don't see why not." I walked down her stairs and she followed me out her door. We started to walk back to the library. "It must be boring to listen to me play." She gasped and shook her head.

"Oh no, you play very well, and I like to listen to music." I sighed. "Its really nice to listen to you, when you put your heart into it." She giggled, and we soon made it to the library. I opened the door for her and we walked in, Twilight and Spike seemed to be out, so we headed up to my room. I soon got my guitar on and turned on my amp, tuning it up I looked through my ipod. Fluttershy laid on my bed and I put my ipod in front of her face.

"You pick a song you think you will like, I will scroll through it and you pick." She nodded and looked at the names. I kept on scrolling through.

"Stop, that one sounds nice." I looked at the title and the song was _Move Along by The All American Rejects._

The drum came in and I was soon getting into the song and the guitar came I waited for the vocals, just doing them enough, not wanting to do them to hard. But when the break came in I gave it to her. "Hand are shaking cold... These hands are meant to hold... Speak to me!" She was bobbing her head side to side, soon picking up on the vocals and they ran across the screen on my ipod. She sang back up on the chorus. "Move along, move along, like I know you do!" We rocked the song, and I kept on going when she stopped. I came to the final break and sang as best as I could. "When all you got to keep it strong, move along, move along like I know you do. And even when your hope is gone, move along, move along, JUST TO MAKE IT THROUGH!" I rocked the rest of the song, and she was looking at me, blushing a bit, as I sang and played the song. The song faded to the end and I looked at her, she clapped her hoofs together.

"That was amazing, I never knew your voice could go that deep." The next song rolled on. Reptilia by The Strokes. I played with the song, and her ears twitched. "What instrument is that?" I stopped the song.

"That's called and electric bass. I have one of those actuality, I am a lot better at that then this guitar, I'm only an intermediate player." I walked over to another case I had, putting my guitar down after I turned off the amp. I undid the case and pulled out the bass within. It was an Ibanez SR5006e prestige, six string bass. It was a mahogany body bass, with golden hardware, it was strung with nickle plated strings. She looked at the number of strings and raised a eyebrow.

"But how is that different, it has the same number of string." I chuckled, usually pretty upset with people who don't understand basses can have more then four strings, but she had no clue at all.

"Well, basses usually have four strings, but I have more so I can play more then a regular bass. She thought about it for a moment. I moved to my bass amp, a SVT head and a four ten inch speaker cab, and one fifteen inch cab. It gives me the perfect balance. I turned it on and looked at her. "Now this thing has a lot of low bass, ready?" She nodded and I plucked my E string, it shuddered the room and I moved back to turn down my amp. "Sorry about that." I played some notes and muted them, the short pounding shots felt good.

"Ooo that's cool." I nodded and played a funky bass line, she was soon going along with it, I heard a knock on my door and Octavia walked in, with Vinyl right behind her.

"Whats that Marsh? Me and Vinyl heard that from outside and we came to investigate." I laughed and went to my closet and pulled a couple of pillows for them to lay on, and a stool I had got made for me to sit on.

"Well this is called and electric bass, while similar to my guitar, it has a much lower range and usually a instrument that you hear in the back mix, although it does have a very unique sound." I played them a little bass line, to give them a taste. "I am much better on this then my guitar." I put it on it's own stand, and took a little breather.

"That's awesome, I love the low end." Vinyl said and Octavia nodded her head. I heard a song come on, it was _Rusted from the Rain by Billy Talent_, I looked over at Fluttershy.

"This one sounds cool, besides, we want a little show." I nodded and picked up my bass, and started singing along.

They were digging the song and I got into the chorus. "Come on crush me like a flower, rusted from the rain! Come on strip me of my powers, beat with your chains. And if I'm the king of cowards, you're the queen of pain! I'm rusted from the rain, I'm rusted from the rain!" The song was soon over and they were all clapping, sweat was falling down my face a bit. They all clapped their hoofs and I set my bass down, turning off my amp and my ipod. "I think it's time for a little break, man I'm thirsty." Vinyls horn glowed and a glass of water flew through my door. "Thanks Scratch." I chugged the glass down, and wiped my lips. "I needed that."

"You are really talented in music, if you were a pony, you would defiantly have a cutie mark in music." Octavia said, the two other girls nodding.

"Well I had best be getting home before dark Marshall, I will see you later." Fluttershy flew out my window and I waved to her.

"So should I, I have a party tonight." She came up to me. "I will see what I can do to see if you can help me next time, you make a lot of money." She walked out my door, leaving me and Tav.

"You don't have anything to do tonight?" I looked at her and she shook her head, her stomach growled and I chuckled. "Here, I will make us some food. I left my room and walked to the kitchen, I made us pasta, something simple. "Sorry about the food, I'm not much of a cook." She took a bite.

"It's not to bad." We ate in silence, enjoying the company and the food, and were soon done. "Thank you Marshall." She nuzzled my hand and I pet her.

"It's my pleasure." The door busted open and Spike was there, he was cut up a bit and holding a note.

"Marshall..."He fell, me and Octavia ran over to help him. "Twilight...captured...needs...help." He passed out and I took the note off the floor.

_Dear Marshall,_

_I need your help, I have been imprisoned deep with in the Everfree forest by Changelings. Don't bring anypony else, they can change appearance to almost anypony. You will know its me by the password I will say. Star Swirl the Bearded. Your reply will be "The most important conjuror in the pre classical era." Tell the rest about me and not to trust any "Twilight" they may see. Please, hurry._

I looked back at Spike. "Get him in bed, and spread the word to the my friends." Knowing she read the note too. "I have a little trip to go on." She nodded and I felt for my knife, I grabbed a powerful flashlight and I opened the door and left. I soon made it to the Everfree forest, it was soon to be dark. Just before I took my first step into it, I heard a voice call out from behind me.

"Marshall wait up!" I turned and saw Rainbow Dash flying towards me.

I frowned. "What are you doing here?" She looked sternly at me.

"I head about what happened, and I'm not letting you go alone. You are going to need some help. My safety word will be boom, you won't need one, I doubt they can change into you." I thought about it for a moment, there was no way I could talk her out of it now.

"Fine lets go." I pulled out my blade and the flashlight and she nodded. We headed inside the forest, we had to save our friend. We walked for hours, until I heard something, I motioned to her to get down and I turned off my light and looked around a tree. There was weird looking black things with green eyes, and there was a bunch of them, and in the middle was a large one, about as tall as Celestia. Twilight was laying in a cage, she was battered and bruised, and looked to be knocked out. I looked at RD. "Stay here, if I need help I will scratch the back of my head ok?" She nodded before I walked into the clearing. "Release her now." I drew my knife and the Changelings looked at me.

"Ahh, so one of her friends have come." The big one said, her voice sounded weird. She stood up and looked at me as I light appeared above us. "What are you? I have never seen something like you before." I narrowed my eyes.

"Release her now or I will hurt you." I tossed my knife into the air and caught it as it landed back in my hand.

"You dare to come in here and threaten me! Guards take care of him." One of them flew right at me, and I smashed it with my fist, it flew into a tree and fell. Another two came at me, I quickly disposed of them as well. I looked back and I saw Twilight looking up at me, a nice look on her face, but I knew it was a trick. I booted it right in the head and it changed back before laying motionless on the ground. Another came from behind me, its horn just managing to rip my shirt as I dodged and plunged my knife into it. I ripped of the shirt and took up a stance and I saw the rest of my friends. They were ready for a fight.

"What are you girls doing here...wait." I tackled the Fluttershy Changeling, and readied my knife and was about to put in into its head, I was mere inches, when I saw it cry... "Wait, Fluttershy?" She nodded and cried as Applejack bucked me in my side, knocking me two the ground. "Ow, damn"

"Are you ok sugarcube? They can change into Marshall, this is going to be one hell of a fight." _Uh oh. _I stood up and looked at her, she was hunched down and readied to kick my butt.

"It's me Marshall!" She snorted and run her hoof through the dirt.

"Yea right, y'all almost killed Fluttershy." She ran at me and I sheathed my knife and readied for the impact, I didn't move as she bucked me in the chest, cracking a rib or two. I hit a tree and laid there. She walked up and hit me in the face before I knew I had to do something, or she was going to kill me. I grabbed her back hoof and pulled it, sending her onto her back. "Darn." I pinned her, my face bloodied.

"AJ, its me, Marshall." She struggled.

"Oh yea, prove it." I stuck out my tongue, my piercing sticking out. She looked and gasped before her eyes teared up. "Marsh..." I smiled and I got off her. _If they didn't know I had it, they couldn't replicate it. _"I'm mighty sorry Marsh, I thought you were one of them things."

I nodded and walked over to Fluttershy. "I'm so sorry, I told you girls not to help me, and this was why." We hugged as she cried, from fear and relief. "Now now Fluttershy." I let her go. "Rarity, take care of her, I have some unfinished business to attend to." I walked back over to the big Changeling.

"Stand down whatever you are, I, Queen Chrysalis, will destroy you!" I pulled out my blade and she gulped.

"Let...her...go." I looked at her and she took a step back before lunging at me, I held my blade in a defensive position and moved out of the way and brought my free hand and hit her right in the side. She flew and landed on her side, I ran over to the cage what Twilight was in and stomped on the lock breaking it. I reached in and puled Twilight out before I heard Chrysalis run up behind me and I felt a searing pain in me. Gasps rang out and I heard laughing, she pulled back and I felt something warm running down my back. I was shocked, she had impaled me on her horn, I spun and plunged my knife into her, she yelled and flew off. I collasped, I felt cold as my blood ran out of me. The girls ran up to me and Rarity put what was left of my shirt on my wound.

"I don't think I will make it now." I felt heavy and on the edge of passing out. I heard cries and gasps and my vision blurred, my hearing muffled. I closed my eyes and awoke, laying alone.

"Where am I?" I was almost naked. I blushed and stood up, I felt my back and there was no hole. "Hello? Anyone here?" I heard something behind me and I turned, Luna? "Luna what are you doing here?" She looked around, then at me.

"Well, I am the princess of the night, so I can go into dreams." I looked around.

"So this is a dream... Am I dead?" She shook her head.

"Twilight managed to patch you up with her magic and you are sleeping in your bed, Twilight is right beside you it seems." She pointed past me and I saw me and Twilight asleep in my bed.

"Well that's good, how badly was she injured?" Luna looked down.

"She herself was not that bad, but she did crack her horn healing you, so you will have to help her in her day to day activities, it's only fair." I nodded and walked over to Luna.

"Thanks... So if you can go into people dreams.." She nodded, and I smiled, I was curious. "Have you ever gone into a dream where something, inappropriate was happening?" She blushed and looked away. "I knew it. Was it one of mine?" She got redder.

"Come on Marshall, you know I wouldn't mean to." I laughed and looked at her. "Well it's about time you wake up, see you soon Marshall." She disappeared and I walked over to the bed, I touched my own arm and I sunk into it, I laid exactly how my body was and prepared to open my eyes.

**Thanks for reading! As always, suggestions and good ideas are welecome. I was running out of ideas a bit, but managed to come up with something. Anyways thanks for over 6000 views**


	12. Back Into The Woods

**Hello once again! It has been a couple of days since my last up date, and this is how it will go, about four days an update, I want to start spacing these out, but will write longer ones. It's easier on me, and I have time to write other stories. I will be taking requests for diffrent stories. I will take Clop fic requests, or parings in a larger story. Be it characters from the show, or even OC I can make up or be given to use. This is all depending, anyways thanks for reading!**

I opened my eyes, a dull pain in my body. I looked over at Twilight, she was sleeping peacefully, snuggled into my arm. Her horn was wrapped up a bit near the top. _At least she is safe. _I flipped over, despite the pain, and draped my arm over her. She sighed and smiled, opening her eyes and looking at me. "Good morning, how do you feel?" I smiled down at her, the pain almost unbearable.

"Well, to be honest, I am in serious pain right now. But are you ok?" She gasped, a worried look coming over her face.

"I'm fine, but you, here let me help you, there is pain medication the doctor gave me." She leaned over and grabbed a pill bottle, she came back and dropped it into my hand. "Take these." I nodded and took two out. I put them in my mouth and swallowed, they went down easy and I soon felt the effects start. _These pony medication are really effective. _Soon I felt nothing at all. I got out of bed, and felt... really bare. Twilight giggled and I looked down, I was stark naked.

"What the hell Twi?" I blushed and grabbed a pair of boxers. She gulped and blushed herself.

"Well, you bled a lot, and it soaked right through your clothes, so I took them off and washed them. Sorry, I should of told you." She blushed as I put a pair on. "You know, it doesn't affect me, we ponies don't wear clothes." She said, trying to help my embarrassment.

I got closer to her and looked at her in the eyes, raising my eyebrow. "Then why are you blushing?" She eeped and looked away, I smiled and looked into the mirror, spinning around to show where I had been impaled. It looked great, no scar at all. Twilight got up and walked towards the kitchen, I got dressed, and strapped my knife to me. _I might as well get something a bit bigger. Like a short sword. _I walked towards the kitchen "Hey Twi, do you know where I can get, umm well weapons? I want something a little bigger then my knife for when I go into the Everfree forest, I don't trust it there anymore." She looked back and smiled.

"Well, my brother is captain of the royal guard in Canterlot, he can surely pull some strings and get you somthing." My jaw hit the floor.

"You have a brother?! And you never told me yet?" She eeped and looked away.

"Uhh oops?" She turned back to what she was doing. I heard a knock on the door. I walked over and opened it, standing there was Apple Bloom.

"Hey Marshall, have you seen my sister? I can't find her anywheres." I bent down, and thought about it. I looked up and couldn't see Rainbow laying anywhere either. _What is going on? _I saw Sweetie Belle come around the building talking to Scootaloo.

"I can't find Rarity anywhere." They walked up.

"And I haven't seen Rainbow Dash either." Scootaloo noticed Apple Bloom.

"Hey girls, can't find Rarity, or Rainbow Dash, what is going on?" Clanging noises in the back ground, presumably from Twilight making breakfast. I motioned for the three fillies to come in and I walked over to Twilight. "Hey Twi, the Cutie Mark Crusaders can't find Applejack, Rarity, or Rainbow."

"Don't worry Marshall, I'm sure that all of our friends will show up." She turned back, using her magic to make our breakfast... Hold on. I drew my knife and pinned Twilight to the counter. "Hey, whats the big idea Marshall?" I looked down at her.

"The most important conjurer in the pre classical era." She raised her eyebrow and looked at me like I was crazy.

"Marshall, what has gotten into you, it's me, Twilight!" I threw her at the wall, the three fillies gasping.

"What are you doin to her Marshall?" Apple Bloom approached me, ready for a fight.

"It's not Twilight, it's a changeling." I readied my knife, and the imposter got up. I grabbed it by the neck. "Where are my friends, what have you done to them?" It gasped as I brought my knife down hand and impaled it into the wall. "Where are they?!" It gasped and struggled, before spilling the beans.

"Deep in the Everfree forest." It tried to fight against me, to break free, but I pushed it to the wall. It tried to take a swipe at me and I smashed it to the ground, knocking it out. After a couple of seconds, it changed back into its original form.

"There, now what to do with this thing." I looked over at Apple Bloom and she walked over with a rope in her mouth. "Ah, thanks." I hog tied the changeling, making sure it couldn't move. "Scootaloo, can you find Spike? Take a gem with you, just in case." I looked at her, her eyebrow was raised. "He is a dragon, he can eat gems, I don't think anything else can." She nodded before heading towards the door. "Wait, you need a word, all of you do." I looked at the three fillies. "Cutie, mark, crusaders!" I pointed to Sweetie Belle, Apple Bloom, and Scootaloo respectively. "Those will be your words, in case they have changed into more people. Be safe Scoots." She nodded before taking off running.

"Uhh, Marshall, what is a changeling?" Sweetie Belle looked at it and then at me. I picked it up and brought it to a closet, putting it in and barred the door shut.

"A changeling is some creature that can change into other ponies it sees. So it can be very dangerous, you can't tell the difference from looking at them. But they can't take memories from copying." Her and Apple Bloom stood by and I paced, waiting for Scootaloo to come back safe and soundly. After a couple of minutes, I saw the door open, Spike and Scootaloo walking in, it was raining hard and they were soaked. I put my hand on my knife handle just in case. "Scootaloo, whats the password?"

She stopped and looked at me, smiling. "Crusaders!" I smiled and bent down, the filly running to me and I hugged her. "See, told ya." She giggled a little. Spike walked up behind her, munching on the gem I gave Scoots.

"Good Spike it's you, listen, changelings have taken our friends, and I need you to send a letter to princess Celestia, ready?" He nodded and dashed off, coming back with a quill and parchment in hand. "Dear Princess Celestia, it is I, Marshall. I need to speak with you, this is an emergency, I can't say anything by letter, in case something happened to you. But please meet me in the library ASAP. Marshall. Alright Spike, send it!" He finished writing and wrapped it up, walking over to the window and blowing fire on it, making it turn into a green smoke that was sent towards Canterlot.

Spike looked at me nervously. "What do we do now?" I looked at him and sighed.

"We wait, that's all we can do." We all sat around the sitting area and waited. Not to long after, I heard a window open and hoof steps from upstairs, I drew my knife and looked. Princess Celestia was there! She was walking down the stairs and I sheathed my blade and ran to her. "Celestia, thank goodness you are here." I looked behind her and there was princess Luna, and another white unicorn behind her. "Princess Luna!" She ran up to me and hugged me, I held her, for once feeling safe. I looked at the white unicorn, and another alicorn behind him. "Who are they?" I let go of Luna and the unicorn walked up to me, he had a small blade attached to his flank. He was white with blue hair kind of like Vinyl, his cerulean eyes matched his hair. His cutie mark was a purple shield, with a pink star in the middle, and three blue stars above it.

"I am Shining Armor." He stuck his hoof out, like I was supposed to know him. I shook his hoof and raised my eyebrow. "She never told you about me huh? I am Twilight's brother." I gasped. "And this is my wife, Princess Cadance." She was a sight to behold. Her light pink coat, to her purplish eyes. Her curly violet and rose hair had gold streaks in it. Her cutie mark was a blue heart.

"Pleased to meet you Shining, and too you princess Cadance" I kneeled down, gently taking a hold of her hoof, placing a small kiss on it, she blushed and Shining laughed.

"I don't have any ruling powers, but thank you." She said sheepishly. Shining looked at me as I stood up.

"Twi was right, you really are a gentleman." I raised my eyebrow. "I will explain later. We have business to attend to." I nodded and he floated his sword he had on to me. "Take this, it's much better then a little knife." I nodded and took it. It looked to be a normal sword to them, but for me it was a perfect short sword, about 6 inches long. I strapped it to me and looked at Celestia.

"Changelings have taken my friends into the Everfree forest. I'm going after them, alone." Everypony gasped. "It's the safest way, besides, I can't have some fillies or princess following me into the forest." I walked to the kitchen, no pony saying a word, I opened the fridge and pulled out a couple of sandwich and two, one litre bottles of water. I put on a black and grey sweater, _never going to know if I will need this later._ "I'm going to need these later." I walked over to Twilight's saddlebags and strapped them to my hips, I put my food and drink it it, then got disinfectant and a roll of bandages, just in case. I walked towards the door and felt a hoof on my shoulder, shaking. I teared up, I might never see anypony again. "I have to do this, it's me she wants to tangle with." I closed my eyes and turned around. I opened them and saw Luna, tears running down her face.

"Be safe, come back, promise me this..." I nodded and hugged her. I heard the door open, and in stepped Octavia, she was soaking wet. I glared at her and she ran towards me.

"Marshall I heard what happened, please do-" She was cut off as I raised my hand up.

"Changelings took my friends and I don't know if you are one." I felt my eyes tear up at denying my possible friend a chance to say goodbye.

"Marshall, it's me..." She was crying and looked at me. "Tavi..." I saw Cadance's horn glow, and she took a step forward, I looked back, everyponies eyes tearing up a bit. Cadance looked at me.

"Marshall... its her..." I looked back to Octavia, I bent down and grabbed her as hard as I could. We sat there hugging one another, for a good five minutes. I heard sniffles coming from behind me. I felt three sets of small hoofs wrapped my back, with two pairs of bigger ones draped over my shoulders. Then I looked up and saw Cadance hug Tavi from her back, Shining standing by, trying to keep his tears back.

"This might be the last time you see me alive... I have to save my friends, or die trying." They all let go and walked to the sitting area, except for Tavi.

"Marshall, please don't go..." I looked at her, she pulled back and looked up at me. "I love you, I don't want to lose you..." She moved her face to mine and our lips touched. She moaned and leaned into it, the first and possibly last time she had the chance to kiss me. I didn't want it to end, I heard a couple of "awws" and Scootaloo saying "gross" behind me, but paid no attention to them. After a minute or so, I broke the kiss, she was blushing, and she had stopped crying.

"I have to Tavi, but I will come back, with my friends, I promise." I hugged her, and got up. Not looking back, I opened the door, sword at my side, and flashlight strapped to my head like a head band, I walked towards the Everfree forest. The rain let up a bit, just a drizzle now, I looked around for anypony, but couldn't see one pony. _Good, no pony should be out here in this weather. Now to save my friends. _I walked into the forest, my hand on my sword hilt, just in case something jumped at me. I turned my flashlight on, the light going into the darkness, seeing nothing, I looked at the ground. I saw a chunk of, rainbow hair? _They defiantly went this way. _I saw some hoof marks, it looked like someponys hoofs got dragged the way I was walking. I looked around, and decided to stop at Zecora's place. I soon arrived and knocked at her door.

"There is a knocking at my door, perhaps I should of swept the floor." I heard her say inside. She opened the door and looked at me. "Ah Marshall... something is wrong, why else is your frown so long." She motioned me to come in, looking at my gear and raising her eyebrows before offering me a drink. "Here take this cup, and then you can tell me why you are all geared up." I took it and downed it with one gulp, and I felt great. _Must of been a energy boost or something._

"Well, changelings have kidnapped my friends, all of them. Twilight, Applejack, Fluttershy, Rainbow Dash, Rarity, and Pinkie Pie. Gone, and I know they want me." Zecora gasped and started to pace. "I'm going in alone to find them." Zecora thought about it for a moment before she sighed and nodded.

"Do what you need to do, because I know there is no stopping you. But take this to be your best, it may help you on your quest." She gave me a little bottle of liquid. "When you feel weak, this concoction will give you enough energy for about a week. The changelings have gone to far, and I'm sure they have raised the bar. This will not be an easy task, but there is one thing of you, that I ask. Come back again, alive and well, and I would like to hear the story that you could tell. Bring back your friends in one piece, and this of you, I ask the least." Her rhyming made me feel relaxed, and allowed me to think better, taking in what she said.

I put it into the bags I had, I kneeled down and hugged her, kissing her on the cheek. "Thank you Zecora, I promise, you will be the first stop on my way back." She blushed before waving goodbye. I got up and left, with my mind swimming in thought. _I wonder what Chrysalis has in store for me. _I continued walking into the forest, I was a little scared, but I had to do this, for my friends. I heard a noise, and I drew my sword, I turned my flashlight to the side, setting out a horizontal line of light in front of me, and I was greeted with a timberwolf. I readied my sword and it lunged at me, I blocked and swung the sword across its face, the jaw came off and I brought it up and then down on it, breaking it to pieces. I looked around and there were a couple of more, I swung my sword, knocking the head off of one lunging at me, the third caught me off guard, jumping on my back. I rotated my body, chucking it off me, it landed on its side and I brought my sword over my head, bringing it down. It busted to pieces, I glanced around and sheathed my sword, taking a small breath. _Good thing that is done, lets move on. _I kept on walking, turning my flashlight back to normal, being able to see out a bit further. I walked for about a half hour before I decided to take a break, and eat. I sat down under a tree, just off the path, hidden from view. I took out my sandwich, and was about to take a bite. I stopped and looked at it. _Twilight made this, goddamn I miss her, I miss all of them. _I lost my appetite, and took a drink of water, drenching my dry throat. I heard hoof steps and I switched my light off and listened. I saw two changelings flying low, looking around, most likely for me. I watched them as they flew deeper into the forest. I heard a twig break behind me, I spun around and crept forward, and there was an opening. I peeked out and I saw, Rainbow Dash? She looked around and our eyes met, I stepped out and drew my sword. She was scratched up, bruised and cut, and panting a bit.

"Marshall...is that you? I escaped from them, we need to save the others!" She moved towards me but she stopped, but I couldn't tell if it was her or not, and neither could she.

"Don't move... Prove me you are Rainbow Dash." She looked at me, her magenta eyes, starting to water, she shook her head and looked my straight in the eyes.

"Boom..." My eyes went wide at her and remembered, that was her safety word. I sheathed my sword and I approached her. She put her hoof up. "Now prove you are Marshall..." I thought about it, and looked at her, stepping closer. "Stay back..." I stuck my tongue out, running my barbell against my upper lip. She gasped, she jumped at me, hugging me. "Marshall, its you! It's horrible what they did, they locked us all in cages, I managed to break through mine and escape, we have to get the princess and..." I stopped her.

"They are back at the library, we can't take the risk of taking them into here. We have to rescue the other girls and get them out of there, I will take care of Chrysalis." I held her in my arms as we sat there. "Come on, lets get you patched up, and get the rest of the girls out." I let go of her, opening the saddlebag, pulling out disinfectant and bandages. I pulled out a bottle of water. "Here, take a drink, try and save some for the rest." She nodded as I undid the top and put it to her lips. She drank, and I could tell she needed it, I pulled it away and she savoured the last of it she had.

"Thanks, I really needed that." I moved on to putting the disinfectant into her wounds and wrapped them up a bit. "Alrighty, that looks good, lets go." She stood up, and headed off to our right, we creeped through the brush, making sure to stay out of sight. "Keep quiet, they are all in different rooms, try and take out the guards silently, I will keep them off of you while you break them out." I nodded and we came upon some ruins, a couple of changeling's standing guard. "Alright I will knock out the furthest one, you get the closest one, ok?" I nodded and she dashed out, kicking the furthest guard in the head, I ran out behind her, and knocked the other ones head into the wall, it slumped to the floor.

"Alright, follow my lead." I said to RD as she followed me into the ruins. The hallway was empty, torches were lit on the walls, and I looked into the first room. Locked up in a cage was Pinkie, all by herself. "Watch my back." I crept up and looked at Pinkie, her hair wasn't poofy, it was flat, and she wasn't smiling. I stepped into the light and she gasped before her eyes lit up. I put my finger to my lips and she struggled to hold in her excitement. "I'm here to get you girls out." I pulled out my knife and stuck it into the lock, breaking the innards and releasing it. She jumped out into my arms and grabbed me with all she had. I reached into my pouch and got the half gone bottle of water. "Here, take a quick drink." I held her in my arm, putting the bottle to her mouth and she drank half of what was left.

"Thank you Marshall, I knew you would come, these big meanies came in the early hours and put me in a sack, and they didn't want to have a potato sack race." She was mad, her hair becoming poofy again, returning to the Pinkie I know and love.

"I'm just glad you are safe, now, lets get the rest out." She nodded and I walked towards the doorway, Pinkie and Rainbow following me. We slipped into the hallway, and I peered into the next room. Fluttershy was in a cage, crying as a changeling stood over her. I snapped. "Stay here." I sneaked up behind it, and grabbed its head, plunging my knife into it's chest, I held it there as it's struggles got weakened before it vaporized. "Fluttershy, its ok, I'm here to get you out." She had a whip cut in her side. I broke the lock open and pulled her out. I grabbed the disinfectant and bandages and quickly wrapped her up.

"Th...thanks, I am so glad to see you..." I looked at her and pulled out a bottle, giving her the rest of the first one. She drank it down, savouring it like a fine wine, not leaving a single drop as her tongue seeked out more from within. "Thank you." She looked tired. And we walked back towards the hallway, we were clearing these with no fights at all. We arrived at the next room and Rarity was laying in her cage, I got the girls to stand by as I got her out. She looked at me and smiled, before joining the group, taking her share of the water. We soon made it to the last room, and I could hear banging. I peeked inside and saw about five changelings, Applejacks cage was dented as she tried to buck her way out.

"Let me out!" She kicked as hard as she could, but to no avail. She sat there, giving up, her chest heaving to get oxygen, and tears going down her face. I walked up behind one of them, me and Rainbow got to work. She bucked the first one in the head, and I slashed another, both of them vaporizing. I swung my sword, cutting another in half, and turned around. Seeing Rainbow take another one down and was tackled by, Rainbow? They struggled around, and both got to their hoofs, before going at it again. _Which one? I can't tell the difference. _They fought, and one looked to over power the other, until I saw blood, running from the bottoms nose. I swung my sword and cut the top one in half, and it vaporized.

"Thanks Marshall, I thought it had me there." I hoof bumped her and turned back to Applejack, who was already being let out by the others, I pulled out the bottle, giving her water she really needed.

"Now lets get Twilight and I will take care of their queen." The girls nodded and we sprinted to the main chamber. As soon as we ran in, we stopped. The room was gigantic, pillars running up the sides, some still standing, and some were cracked and some had fallen. I looked around, and saw Twilight, laying in the middle of the room. I ran up to her, the girls on my heels. Just as I was about to touch her, I got flung about three feet back, the girls landing a couple more feet behind me. I looked up and saw Twilight stand up, and transform, into Queen Chrysalis. _Damn, she got me there. _I stood up and looked for Twilight, Chrysalis's laughter ringing through the room.

"You silly human, did you really think it would be that easy?" _Well, I hope it would of been..._ I stood up, drawing my sword "Your love for your friends has fed us, but now that you know our plan, you must be destroyed." She narrowed her eyes at me and her horn glowed, it shot out a green electrical spark, I moved out of the way, not wanting to find out what would happen if it hit me. I saw another blast coming towards me, I reflected it with my sword and it struck a wall. The wall crumbled, and inside was Twilight! She was laying motionless on her side, locked up. She didn't look dead, so I concentrated on the battle.

"Girls, get out of here, I will take care of her, then bring Twilight back." I ran up to her, dodging her attacks and taking a swing at her. She moved out of the way, grunting and kicking me in she side, she charged up for another attack. I put my hand on the ground and spun around, kicking her legs out from beneath her. She fell and I got back to my feet, slashing my sword down at her, she blasted me, sending me back a couple of feet back. I did a back roll, and skidded to a halt on my feet. I charged back at her, catching her off guard, I took a slash at her, barley catching her side, the cut turned crimson as her blood seeped out. _I guess she can bleed._

"Ahh, damn you!" She charged up another blast and shot it at me. I dodged left, a bright light coming from the blast allowed me to run up to her side, and hop on her, grabbing her horn. "Get off me! Let go!" She charged up another on, and it ran through my body, it wasn't that powerful but it still hurt. I squeezed as hard at I could and she cried out in pain. I sheathed my sword, grabbing her horn with both hands, she tried to buck me off but she couldn't shake me. Her horn stopped glowing and she collapsed, I didn't let go, holding as hard as I could, I got off her and saw she was, crying? "Please let go, it hurts so much, I will leave you alone forever, please... it hurts." _Curse my sympathy. _I sighed and let go of her horn.

I looked at her side, and suddenly felt guilty, I pulled out the medical supplies I had on me and got to work. Getting it cleaned out. "Stand up." She didn't say anything as I wrapped it up. She laid back down, once I was done. "There, now, if you ever try this again, I won't be so easy on you." She gulped and nodded. "Now leave me and my friends alone." I walked over towards Twilight's cage, I stomped the lock, shattering it, and pulled Twilight out. I draped her over my shoulders and started to leave. I walked past Chrysalis, and out into the hallway, continuing out into the forest. The rain, coming down hard, lightning streaking across the sky. Twilight was heavy, and I was exhausted. I remembered the bottle Zecora gave me, I set Twi down gently, taking out the bottle. I was about to gulp down the whole thing, then looked at Twi. I looked at the bottle, and took half of it, and gave the rest to Twi. She stirred a bit, looking up at me.

"Ma...Marshall..." I put my finger to her lip, silencing her. She inhaled deeply and coughed. I took out another bottle of water, and put it to her lips.

"Here, drink. Don't speak." She drank down about half of it before she was done. I drank the other half and returned the empty bottle to the bag. "I will explain everything once we get back, but for now rest, save your energy." She looked drained, but after seeing me, her face lit up, and the strength potion help a lot too. I picked her up again, and set off for Zecora's. I trecked through the forest with Twi on my back, my head held high, and I couldn't wait for life to go back to normal. I soon felt a pain in my side, I felt along my ribs, and I felt a couple of them broken. _Shit, this is bad. _Panic set in, hoping it would not puncture anything important, the pain almost overwhelming. I set Twilight down to take a little break. I looked at her, I pulled out a sandwich she made and started to feed her little bites I ripped off. She ate slowly, but was really hungry, I don't think she ate at all today. We ate the two sandwiches, and I felt a little better, and she looked better. I removed my sweater and put it on her, it actuality fit her good enough to keep her warm. Something in her tummy, and clothes on her back, I got up again, feeling better that I knew she was better off then before. I continued walking through the dark, the only light coming from my light on my head, it was a little foggy but I kept on walking. I only took a couple more minutes to get to Zecoras, I knocked on her door and opened it up. "Zecora? You here?"

"Yes I am here, for your safety I feared. I am glad you are well, your story, would you tell?" I set down Twi, and looked at Zecora.

"Sorry, I will tell you the story later, I have to get Twilight home. I also think I broke a couple of ribs." I put my hand to my side, she frowned and walked to her potions. She picked up a small one and walked back over to me.

"This potion will heal your wounds, it will kick in, when your walk has resumed." I downed it in one gulp, hugging Zecora and picking up Twilight. I opened the door and waved goodbye, heading back to Ponyville. I made it to the edge, my stamina, almost running out. I walked down into the edge of the town, and I fell to my knees, I couldn't go on, I was past exhausted. I crawled on my knees for a meter or so, before collapsing the rest of they way. I laid there, in the road, Twilight on my back. _I have to get her back, I have to, but I can't go any further. _I teared up a bit, and tried to crawl, but to no avail, I couldn't move anymore. I looked up, my vision darkening as I was passing out, I saw a couple of blurs heading my way.

"He is over here girls!" I heard a voice say, the pink blur coming closer and I passed out. "He is still breathing! Come on lets get him back to the library."

When I awoke, my vision returned to normal, I looked over in my bed, and laying there was Twilight. "Marshall, you're awake!" I turned and saw Octavia! She looked tired herself, she was sitting next to me. I moved my arm to her and caressed her face.

"Hey Tavi, you look tired." She yawned and nodded. I lifted the blanket off me and motioned for her to climb on me. She didn't argue and climbed in, nuzzling into my neck. I pet her mane, and she sighed, nipping me a bit. "I told you I would make it back safe and sound." I hugged her, kissing her on the forehead. "I missed you." She giggled and licked my neck. "So, was it true what you said? Before I left." She eeped, nodding slowly.

"Your a pretty cool, calm, heroic, and sweet guy Marshall" I caressed her back, pushing my knuckles into her. She sighed and nuzzled into me. "That's nice." I chuckled and laid there. I looked over at Twilight, she looked a whole lot better. "Don't worry, she will be fine. The princesses made sure, they also request you send them a letter to them as soon as you can, they want to speak to you." I looked at her and raised my eyebrow. "Don't ask me, they wouldn't say why." She sighed "You are nice to lay on." She blushed, she looked really cute, her grey coat and black hair contrasting her red cheeks. She was adorable. Her light purple eyes, glistened as she looked into mine. She wasn't wearing her usual neck tie, I looked around and saw it laying on my dresser, right next to the sword laying there.

"So I've heard." I looked down at her, she was looking back up at me. I blushed, her eyes half lidded, smiling a bit. I snuck the ball on the top of my barbell just past my lips, she noticed it and narrowed her eyes. I stuck my tongue out and gave her the full view of my piercing. She stared at it, gasping, then licking her lips a bit before blushing.

"Oh wow, that's cool..." She trailed off. "Would you mind if I..." I smiled. _Gets em every time. _I leaned down and she closed her eyes, her cheeks red. I felt her glossy lips touch mine, and it was like time stopped. She took the lead, moving her lips against mine, I brought my hand to her face and twisted my neck, brushing my tongue around her lips. She opened up, and her tongue came out and rubbed against mine, they tangled, a tingling sensation running down my spine. She moved her tongue over the ball on the top of my barbell, playing with it. I pulled back and looked at her, we looked at each other for about five seconds before she smiled and brought her face back to mine. I wrapped my hand to the back of her head, cradling her head with my hand, the other rubbing her side. We were in our own little world, not noticing that Twilight woke up and giggled.

"Hey love birds." We stopped and looked at each other, both of us blushing. I pulled back up and looked at Twi. She was smiling. "Good to see you are ok. Care to fill me in what happened?" I nodded and let Tavi slide out of the bed.

"I will make breakfast." She walked out the door, not looking back. I could tell the was super embarrassed.

"Alrighty, well it all began after you were taken the other morning..." I finished the story after about ten minutes, telling her all the details. She was impressed, saddened, and relived. "And then I passed out in the road, but Pinkie Pie found us. I'm just glad you girls are safe, what did she do to you?"

Twilight shuddered. "She cast some sort of spell on me, and I felt empty. She drained the love I had for my friends. I curled up, feeling alone and scared. It was horrible." She started to shudder as memories flooded back to her. I wrapped my arms around her, holding her close, letting her know I was here for her. She nuzzled into me as hard as she could. "Thanks for being here Marshall." I stroked her mane and breathed deeply. "You are so relaxing, you know that?" I let got of her, and she looked up at me.

"Let me get dressed, ok?" She nodded as I put some clothes on, a comfy pair of jeans and a bigger blue v neck t shirt. I picked her up and walked towards the door, as I was about to open the door, Tavi opened it a jumped a bit.

"Breakfast is ready guys." She looked up at Twilight, and looked sad. "Is she ok?" I nodded and walked down the stairs. I looked around for a pillow to set her on, and I laid her down on one near the table. I sat next to her.

"I can feed myself..." She remembered her horn and looked up at me. "Oh yea, I forgot about my horn, thanks for taking care of me." I smiled and she looked at her plate. She pointed out what she wanted next, and I feed her. "Mmm, this is delicious Octavia." I nodded in agreement and Tavi blushed.

"Why thank you Twilight, you need the best. Besides, I had a little help from Spike." She smiled, Twilight returning it. I picked up her glass, tipping it to her muzzle. She drank the whole thing in one go. I looked around for Spike, he was putting books back.

"Hey Spike, could you get me paper so I can write a letter to the princess? She asked me to send her one when I awoke." He looked back and nodded, running off and returning a couple of seconds later, with paper and quill in hand. He gave it to me and I started to write.

_Dear Princess Celestia,_

_Marshall here, you said you have requested a letter from me when I awoke, I have heard you wanted to speak to me, just send the letter to Spike and he will get word to me. Marshall._

"Alright Spike, send it." He took the letter and ran over to the window, opening it up and blew fire on it, sending it to Canterlot. I turned back and ate the rest of my food, and feeding Twilight the rest of hers. I brought all the dishes to the sink, setting them in and stretching. As I turned around, I heard a knock at the door and in hopped Pinkie Pie. "Hey Pinkie." She gasped and jumped at me, I caught her in mid air.

"Marshall you're ok! When we found you, you didn't look ok, but I see you are ok now, do you feel ok? You had Twilight on your back and you were laying in the street, you looked tired and you tried to take a nap, but that's what beds are for, not the ground silly, what were you doing? You looked cold, but Twilight had your sweater on so she didn't look cold so I brought you here so you would not be cold. But I did have some help, do you wanna know who helped me? Everypony! Rarity, Fluttershy, Rainbow Dash, Applejack, and me Pinkie Pie!" Her mouth running a mile a minute and she giggled. "We all helped you to get back here out of the rain, are you glad we did? Huh? I am, so now you are here, and not out there, and I'm here, so we can be here together!" She looked up at me and smiled.

I chuckled. "Slow down Pinkie, I'm good now, thanks." Her smile got larger. _Is that even possible? _I hugged her close and she giggled as she hugged me back. "I glad you are ok Pinkie." She nuzzled into me and giggled. I heard Spike burp in the background and I looked at him, there was a letter from the princess in his hand. "Thanks Spike, also, can you help Twilight when I'm not around? I will be sure to reward you with some nice, delicious gems." His eyes lit up and he nodded, giving me a little salute.

"No problem Marshall" He walked off, grabbing a broom and started to sweep. I opened the letter and read it.

_Dear Marshall,_

_I am pleased to hear you are ok, I have made you protector of Ponyville as you have put your life on the line to save the inhabitants more then once. I will request your presence at a later date, but for now you may relax. Princess Celestia. P.S. This is Luna, I also send my deepest gratitude to you for protecting our citizens. I shall be seeing you sooner then you think, Luna._

I noticed black lipstick near Luna's name and I blushed. "What does it say?" Twilight said and I froze. I turned around and scratched the back of my head.

"They sent their thanks for protecting Ponyville, and made me protector." Twilight, Octavia, and

Pinkie gasped, Spike dropped his broom and looked at me. I looked at them. "What?"

"She...made you protector of Ponyville?" Twilight was shocked, I nodded and she looked at the others, then back at me. "That is the highest honour that anypony can get!" I looked at the girls, then down and chuckled.

"Well, jeez. That's pretty cool. Well, I hope the word doesn't spread." Not two seconds of me saying that, Rainbow burst through the door.

"Marshall, I heard you are protector of Ponyville!" She put her hoofs to her cheeks. "That's so awesome!" I rolled my eyes and groaned. _So much for not letting the word get out. _She trotted up to me and flipped her hair out of her eye.

"Well I guess the word already got out. So much for that." The girls giggled and I pet Rainbows head. "So, how are you feeling?" She nuzzled into my hand and I scratched her ear, she was loving it.

"I am great, Zecora stopped by and gave us all a little boost potion." I got up and looked towards my room.

"Well, I think I'm going to relax, and play some music, if you girls need me, you know where to find me." I waved at the girls and headed towards my room, I walked in, picked up my guitar and laid back on my bed, one leg hanging off and one bent up a bit, my guitar resting on my leg. I put on _More then a Feeling by Boston. _A nice little warm up song for the morning. I was in my own little world and didn't notice Octavia knock on my door until she was right in front of me. I jumped a little and turned the song off. "Sorry Tav, whats up?" She picked up her neck tie.

"Well, I was just getting my neck tie, but I think I will stay a bit and listen to you, if you don't mind that is." I shook my head and motioned her to come up, she jumped onto the bed and laid in front of me. I continued playing, she closed her eyes, humming along a little as I played.

"That sound great." A voice said from my window, both me and Tav were startled and I looked over. Luna was climbing in the window. She smiled and looked at the both of us.

"Luna! What are you doing here?" I got up and hugged her with one arm.

"I wanted to say my thanks face to face, and my sister allowed me to leave and come here." She smiled, a little excited to see me.

"Well, I had better get going Marshall, I will see you later!" Tavi hugged me from behind and headed out my door. I turned back to Luna and she had a guilty look, thinking she had butted in on us.

"Oh don't worry, she had to leave, she was here all night long." Luna smiled and nodded. "Care to have a seat?" I sat back on my bed and she got up at the bottom.

"So, how are you feeling Marshall?" I smiled and just started messing around with my guitar, playing a little tune.

"I am feeling great, everything is back to normal right now, so relaxing." I sighed and she smiled and nodded.

"That's good to hear." She frowned and splayed her ears to her head. "I was so worried about you, I'm glad you came out unscathed." I felt a little tingling in my chest, I took off my guitar and motioned for her to come up next to me. She crawled up and laid her head on my chest. "You breathe so deeply..." I brought my hand to her head and she trailed off her sentence. She put her hoof over my stomach and nuzzled into me, I felt so relaxed, and her hoof rubbed my stomach, running over my abs. It felt kind of good, and I felt my blood rush to my privates, but it felt to good for me to stop her. "I think someone likes their stomach rubbed." She stopped and giggled, I brought my hand to her hoof and started rubbing it over my stomach again.

I brought my hand to her stomach and started rubbing it, I opened my eye enough to see her look at me and blush. "Yea, if feels good, doesn't it?" She nodded and we sat there, rubbing the other, bringing a small amount of pleasure to the other. "This is so relaxing." I smelled a light scent. "Is somepony aroused?" Luna nodded and sighed before moving her hoof lower. I followed in suit and brought my hand lower to right above her intimate area. We sat in silence, she sighed a little as I traced my finger around her vagina. She fiddled with my pants, trying to get them undone.

She used her magic to close my door and window, shutting the curtains, turning on the lamp so we could see. And she casted another spell, I raised my eyebrow. "So they can't hear us, or open the door. We won't be interrupted." She smiled slyly, and looked back down at the bulge in my pants.

I brought my free hand to my pants, undoing the button, her hoof running inside and nudging my cock out. She moved so she could use both hoofs, laying on her side facing me so I could toy with her sex as we started mutuality masturbating each other. She slowly jerked me off and I traced her nether lips, I pinched her clit and she moaned a little. I sunk one finger in her and she brought her mouth to my cock, licking the head. I moved my head down, and we kind of sixty-nined on our side. I teased her with my tongue, licking around her lips, flicking around her clit a little, she moaned and put the head of my cock inside her mouth. Then wrapped her tongue around it, taking it a little further. I stuck my tongue in her, wiggling it around, tasting her sweet honey, savouring the taste. I pinched her clit with my fingers, and sunk my tongue into her, she moaned out and took my cock all the way into her throat. I took out my tongue from her vagina, licking around it and flicking her clit, before trailing my tongue to her tail hole. She squirmed a bit as I licked her other hole, putting a finger to her cunny and thrusting it into her, feeling her velvety walls. I dipped my tongue into her tail hole, licking around. She moaned and started to suck my cock harder, going up and down, twisting a bit, and I shot a load of pre into her mouth. She licked the head, getting a good taste, before swirling her big fat tongue around my cock. I took my tongue out of her tail hole, and took my pussy juiced lubed finger and sunk it into it. I brought my mouth back to her cunny, driving it deep into her, the bottom of my piercing, rubbing against her clit. I felt my orgasm coming, I thrusted into her mouth a bit, and she in turn rubbed her sex to my mouth, I sunk my finger as deep as I could in her tail hold, and rubber her clit with my other hand, plunging my tongue deep into her. Her walls convulsed and I another shot of pre went up into her mouth. She moaned and pulled it out, jerking me off quickly. "Give me all you got Marshall, I want to taste you again." She plunged it back into her mouth and right into her throat, squeezing her muscles. I doubled my efforts on her, and felt her body start to convulse, her walls clamping to my tongue, she moaned, sending vibrations through my cock as I felt her juices squirt into my mouth. She moaned and squirmed as I opened my mouth, tickling her clit with my tongue and drinking her juices. They were delicious and I thrust my cock deep in her throat, feeling my cock twitch, I pulled back just inside her mouth, letting lose my seamen into her mouth. She licked it all around, tasting my seed, taking all I had into her mouth. She swallowed when her mouth was full, gulping it all down. We both pulled back, panting and satisfied. We looked at the other, and we both smiled. I picked her up and kissed her, tasting myself in her mouth, and her tasting her juices in mine. We kissed for a couple seconds before I pulled back.

"Well that was fun." She giggled and nodded, her horn starting to glow, and I felt the air change. She cleaned her juiced from my face and the window opened again, like nothing happened.

"Well, I had better get going now, I am needed back in Canterlot, but thanks." She kissed me on the cheek and flew out the window, heading towards Canterlot. I waved and looked out the window, and saw Fluttershy walking around, seemingly lost in thought. _Whats on her mind? _I hopped over the sill and hung down as low as I could before letting go and landing easily. I walked over to Fluttershy, easily gaining on her slow walk.

"Hey Fluttershy, something wrong?" She gasped and looked at me, her frown turning into a smile. I got down and hugged her.

"Mmm, hey Marshall. How are you feeling? I heard you are now the protector of Ponyville." She looked at me, her cyan eyes glittering.

"I'm doing great, and yea, the princesses sent me a letter this morning, they want to speak to me at a later date." I let go. "Where are you headed?" She pointed to a building.

"It's spa day, I'm meeting up with Rarity like always, you want to tag along?" I shrugged my shoulders.

"Alright, lets go." I followed her into the building, and two ponies came in front of us.

"I am Lotus!" She was a blue earth pony, she had pink hair, and her cutie mark was a pink lotus. She had a strong accent, eastern European perhaps.

"And I am Aloe!" This one was a pink earth pony, her hair was blue and her cutie mark was a blue lotus. They both had white head bands and neck ties. They looked at me questioningly. I bent down and looked at them both.

"My name is Marshall, pleased to meet two lovely girls." They blushed and Lotus gasped.

"So you are Marshall! Miss Rarity has spoke highly of you." Aloe nodded in agreement. "Speaking of which..." Lotus turned to Fluttershy. "She is waiting for you Fluttershy, Marshall may accompany you in." Fluttershy looked up at me and smiled. We headed in and saw Rarity, she had a mud mask on, and heard hoof steps. "Miss Rarity, Fluttershy is here."

She perked up. "Ah, how are you Fluttershy?" Fluttershy put on a robe and got up onto the table next to her.

"Oh, I'm doing well." She giggled. "I also brought a guest with me." Rarity turned her head to her side. I smiled and walked over to her, running my hand though her mane.

"Ooo, Marshall! How are you dear?" I sat between the both of them and pet both of their manes. Aloe just dabbed a bit of mud on Fluttershy's face, I frowned and looked at her. She looked back and blushed, before covering her face like Rarity. I looked back a picked up a pillow and moved Fluttershy, placing it under her.

"I am doing great Rarity." Aloe came back and placed the cucumbers on Fluttershy's eyes. She looked at me, and I nodded. She smiled and picked up a nail file, or hoof file. And started on Fluttershy's hoofs.

Fluttershy leaned towards me and whispered. "Thanks, I have never got the full treatment.."

Lotus came back in, and walked up to Rarity. "I am so sorry Miss Rarity, but our massagers are all out for the day." Rarity frowned a bit, before smiling.

"Oh no worries, Marshall dear? Would you be so kind as to give us our massages?" I looked at her, Lotus removed the mask and cucumbers, her pleading eyes looking at me.

"Well, why not, but you girls owe me lunch." Rarity nodded and shook a little with excitement. I got up and straddled her back hips. I started with her shoulders, pushing my fingers into her. _I guess being a musician has other perks as well. _My fingers are strong, and she was not as built, so it was easy to massage her. She laid her head down and closed her eyes, Lotus and Aloe coming closer to see what I was doing, taking mental notes. I pushed my thumbs into her shoulder blades and she sighed, I felt her loosen right up. I continued down her back, I saw Aloe looking at my fingers as the danced over her. After I was done I got off her, Aloe and Lotus clapping their hoofs.

"You did very well Marshall..." Aloe said and Lotus nodded along.

"Well, you ponies don't have fingers." I showed them up close, and wiggled them. "And now, the lovely Fluttershy, please remove her mask." Fluttershy eeped and the spa ponies removed the mask, her red cheeks now shown to the world. I got on her flank and started. Her shoulders loosened and I moved to her wings, stopping mere inches from them. "Could you give us some privacy please?" The other girls nodded and backed out, Rarity saying something about a seaweed wrap. "Anyways, shall we?" I looked back to Fluttershy, she leaned her face up to mine, I leaned down and kissed her.

I pulled back and ran my fingers through her wings, she chirped a little as I massaged them. They were soft, twitching a little bit as I ran my fingers over then, squeezing in just the right places. I moved from her wings to her back, her wings staying extended. _Jeez, they must be sensitive. _I ran my hands down her back, and onto her flanks, running over her cutie mark, I dug my fingers into her marks and she moans, shuddering. I noticed her scent coming from her. "Oops, sorry, I had no clue cutie marks were sensitive." She looked back, a look of pleasure on her face.

"Neither did I..." She blushed hard and laid her head down. Her tail swished, she was aroused, but not satisfied.

"Did you... You know?" She shook her head, putting it between her hoofs. I chuckled and bent down and moved her tail out of the way, licking her clit quickly. She stiffened and shuddered, she must of been close because only after about twenty seconds, she came, her honey running out and I quickly licked it up. She tasted wonderful, and I brought my head up, her scent filling the room. I looked around for an aroma spray, and sprayed it into the air, covering up what we did. I walked up to her and bent down, she smiled at me.

"Thanks, I needed that, I owe you one." She giggled and put her hoof to the back of my head and pulled me to her lips. We kissed and we opened out mouths, our tongues rubbing against the others, struggling for dominance. Hers, bigger then mine, but mine is stronger. After fifteen seconds I broke it, and helped her up off the table. I carried her to the hot tub which Rarity was already in, and lowered her in. Rarity raised her eyebrow.

"Got a little carried away with the massage." Rarity giggled. I sat by, and they relaxed in the tub. I felt my stomach growl and the two girls giggled.

"Hungry Marshall? I guess it is time to go anyways, I am pretty hungry myself." Fluttershy's stomach growled just as Rarity finished speaking, we all laughed a little and the girls got out, drying themselves off. We waved goodbye to Lotus and Aloe and headed towards the cafe. We sat down, and ordered our food. We all got a huge garden salad, enough to fill all of us. "Mmm, delicious." Rarity dabbed a small cloth to her mouth, me and Fluttershy giggling a bit. Just as we were about to leave, Twilight walked up, with Spike on her back.

"Hey girls, hi Marshall, I have a letter from the princess. They want to see Marshall tomorrow, and we can attend his official dubbing." The girls gasped, looking at each other. "They will be sending two carriages tomorrow at noon, and Marshall, you can bring one other guest, as you will be travelling alone. Vinyl will be preforming the music at the after party, and you can join in if you feel like it." I thought about it, before I knew who I was going to take.

"Thanks for passing on the news Twilight, I have somepony to meet." I waved goodbye and headed to Octavia's house. I approached the door, and knocked on it. She opened it up and turned her head a little. "Tomorrow the princesses are officially dubbing me, and I can take one extra guest." Her eyes lit up, the light purple sparkling. "And I would like you to go with me." She squealed and jumped up.

"Oh yes, I would love to!" She smiled and looked at me. "So I will see you tomorrow~" Her voice singing like, she closed the door almost all the way before opening it again and pulled my shirt and me down, putting her lips to mine. We both moaned and I broke the kiss. She closed her door and I walked back to the library, my head held high, my heart fluttering. I entered and looked around, nopony was home, I walked up stairs and looked for my outfit for tomorrow. _Man, I'm acting like Rarity. _I picked out a nice pair of tighter jeans, and my red long sleeved shirt to wear under my tux. _Have to look proper for the princesses. _I made sure all my clothes were ready for tomorrow and I laid down on my bed, wanting to get to sleep early. I was almost asleep, when I heard Twilight come up the stairs.

"Marshall, are you awake?" She opened the door and walked in. "Aww, he is so cute when he is sleeping." She pulled back the blanket and climbed in, snuggling close to me, I wrapped my arm around her and she sighed. "Sweet dreams Marshall..." She breathed deeply, and we both fell asleep. Both excited for tomorrow, it was a whole new day.


	13. Dubbed

**Sorry for the really late update! I recently got a hard working job and have been tired out for the past couple of days. I will try and update once a week as I want to start writing other stories. Thanks for reading! Any suggestions are much appreciated, either for this story or requests for others!**

I opened my eyes, and immediately shut them. It was still a little dark out, the sun not even up yet. I rolled over to my right, and felt Twilight. I smiled, the bed was comfy and warmth from our body heat made it all the better. We fit together wonderfully, the curve of her back, matching up to my front. Her coat was smooth as it rubbed against my skin, she was breathing slowly, I moved my arm over her and down on her stomach. I gently rubbed my hand over her stomach, and I sighed a little. _What a way to wake up. _I put my face into her mane, it was silky and smelled like lavender. I didn't want to get up at all, but I forced myself up. I sat up and looked down at her, I leaned down, kissing her on the cheek, and getting out of bed. I stretched, looking out the window to the outside world. I looked past the buildings, Sweet Apple Acres just on the horizon. I gathered up my clothes I was going to wear today, a red long sleeved, v neck shirt, with a white rim around the neck and at the ends of the sleeves. I got a pair of clean boxers and socks, along with a darker, tighter pair of jeans. I made my way to the bathroom, opening my door and entering the upper loft. Spike was still asleep in his basket, covered by his blue blanket, he was snoring lightly. I smiled as I walked across the room. _Up before Spike, that's a first. _I entered the bathroom, setting my clothes on the counter and turning the water on. I stripped and placed the dirty clothes in the clothes basket, then went back to check the water. It was hot, but I like it hot. I stepped in, the water flowing over me, soon steaming up the room. It relaxed me, I stood there for about five minutes just letting the water run over me. I snapped back to reality and got myself washed, using the best smelling soaps Twilight had in here. I washed the soap off me and turned off the water, stepping out and wrapping a towel around myself. I got dried off, getting some gel for my hair, running my fingers through it, making the curls come out. I got everything on but my shirt, leaving the bathroom, and saw Spike was up. He was walking around, putting things away, starting his normal chores. I walked to my room, shirt in hand, opening the door, to Twilight still in bed. I smiled a little, she had flipped over, her hoofs moving where I would be.

She stirred and moved her hoof. "Huh?" She saw I wasn't there and she frowned, before I chuckled and walked towards the bed. She looked up at me, smiling sleepily. "What are you doing up? Leaving me to wake up alone." She sniffed the air. "Smells like someone just got out of the shower." She blushed and I smiled. I sat on the bed, putting my shirt on the dresser and crawled in, she laid her head on my chest, her hoof draping over my stomach. I moved my right arm to run down her back and caressed it. "Mmm, I love cuddling in the morning." She said lightly, sighing as she nuzzled into me.

"Same here." I brought my head down to hers, nuzzling her hair, the lavender smell filling my nostrils. "But I'm going to have to cut this short, I have some things to do this morning." Twilight sighed and got up, stretching as she got out of bed. I got up, and put my shirt on, pulling the sleeves to my elbows. I put my shoes on, and walked over to the door, I was about to open it and I got smacked in the face by it. I stumbled back and looked who hit me with the door. It was Octavia! She was looking up at me, a shocked look on her face.

"Oh, I am so sorry Marshall!" She stood up on her hind legs, putting her hoofs on my chest, looking up with her light mulberry eyes looking at me. I smiled at her, rubbing my forehead, the pain fading away.

"Don't worry, I'm fine. What are you doing here?" I bent down, becoming eye level with her, her hoofs coming up over my shoulders. Her head, going over my right shoulder. Twilight walked past us, out of my room.

"Well, we leave at noon, so I decided to stop by until then. You don't mind do you?" She pulled back and looked at me. I smiled, shaking my head.

"Not at all, I was actuality just about to go see you and see if you wanted to go get breakfast." She nodded her head, her stomach growling.

"I'm up for breakfast, ready to go?" She hopped down and looked at me. I brought my hand to her face and nodded.

"Yea, lets go." I grabbed my bag of bits off the dresser, strapping them to my hip, as well as my knife. We walked out of the bedroom and down to the main floor. I saw Twilight enjoying a book, and Spike cleaning. Just as we left, I felt a little poke in my thigh. I looked down at Spike, he looked up at me, twiddling his thumbs together. I looked at Tavi, and motioned once second, she nodded and left, before I bent down to Spike.

"So those gems you promised me for looking after Twilight." He looked up at me expectantly. I didn't have any gems on me at all, but knew how to get them for him.

"When Twilight can use magic again, you will have so many gems, that you won't go hungry for a week!" His eyes lit up and we fist bumped before he nodded running off to Twilight, seeing if she needed anything. I chuckled and walked towards the door, Tavi looking at me, and eyebrow raised. "I will tell you later, anyways, I'm hungry." She nodded in agreement and we walked onto the early morning streets. I looked around, there was a couple of ponies around, getting a head start to their day. I was still getting a couple of curious stares. We almost made it to the cafe when I heard a familiar voice call out.

"Howdy Marsh, how are ya doin?" I turned around a bit, and Applejack was walking up to me, a cart being pulled behind her.

"Hey Applejack, I'm doing great. What are you up to?" I looked at the cart she was hauling.

"I have ta get these apple products to the market." She was sweating a bit, the cart looked heavy. She was walking towards the market, me and Octavia following her. We arrived and I helped unstrap her from the cart.

"Would you like to go get breakfast with us?" I looked at her. Applejack thought about it, putting her hoof to her chin then nodded. "Well lets go then." We started walking, the two girls on either side of me. "Applejack this is..."

"Octavia Melody, pleased to meet you." We stopped and stuck her hoof out. Applejack smiled and grabbed her hoof with hers.

"Applejack! I run Sweet Apple Acres." They both smiled, I raised my eyebrow. Octavia looked up at me, turning her head to the side.

"Your last name is Melody? You have a pretty last name." She eeped and blushed, nodding. She had never told me her last name before. We walked for another minute or so, before we arrived at the cafe, we sat down and the waiter came to take our order. The girls got daisy sandwiches, and I ordered a egg and hash-brown. We all dug in, savouring the taste of our meal, the girls eating like I would, and it looked funny. They looked at me, then to their hoofs, and laughed.

After we finished, I put enough bits on the table for the meal, and we left, walking towards the library. "Thanks for the meal Marsh, that really hit the spot." Applejack looked up at me, she burped, me and Tavi looked at her. She blushed, tipping her hat down. "Pardon..." We all laughed and made our way back the library. I opened the door, letting the girls in. As soon as I stepped in I was tackled by none other then Pinkie Pie. She had a huge smile on her face.

"Hey Marshall how are you today? Its your special day! Not your birthday though. When is that anyways? I want to throw you a party then. Like the one today. We are going to Canterlot! Are you excited? I'm excited. Were all ready to go! Are you ready? Huh, huh huh huh?" She smiled and looked me dead in the eye. I chuckled and picked her up and put her on her hoofs, getting to my feet.

"Relax a little Pinkie, I'm doing great." I put my fingers in her curly hair and she closed her eyes and smiled. "I have to get my guitar, and I will be ready to leave." I walked up the stairs and Pinkie bounced behind me, following me to my room. I entered my room, Pinkie closing the door quietly behind me, I looked back at her, her eyelids were half lidded.

"I heard you have something special, and I wanna see it for myself." She walked up to me, her hips swaying, I gulped. _Who told her about it? _She pushed me onto my bed and straddled my chest, looking down at me. "Come on, open up, I know you have something in there." She got closer to my face and I stuck my tongue out. She gasped and brought her head down, eyeing it. "Ooo, that's cool." She blushed and leaned a little closer, I could feel her breath on my face. "You have a tongue piercing..." She moved a little closer, I shut my eyes and felt her tongue run over mine, circling the top ball. She pushed down and I brought my hands to her face, caressing it as our lips met. They tasted sweet, like candy, they moved against mine so fluidly. She giggled and her tongue snuck into my mouth, she tasted good and I liked it. My mind fogged a bit as I grabbed her head, not letting her escape. Our tongues danced together and I felt her hoofs caress my pecks, they just barley touched my nipples. I broke the kiss, pushing her head up. She was panting a bit, looking down at me, a blush over her face. We looked at each other

A knock at the door made us jump, she hopped to the floor and I got off my bed, moving over to my guitar case, getting it ready. Octavia walked in, looking over at me and Pinkie, a smile on her face.

"Come guys, time to go, the carriages are here." I looked back and smiled at her, picking up my guitar case and walking over to her. I picked up my tux, throwing it on, buttoning up one button in the middle. I checked myself. "You look nice." I looked back at Tavi, smiling. We walked towards the front door, the other girls already getting in their carriage, Pinkie following us, and looking at me as she got into the carriage. Me and Tavi approached ours, I stuck my hand out, she blushed and put her hoof in it, I helped her into the carriage and climbed in myself. Once we were situated, I closed the door, we were alone inside. I sat back, Tavi snuggling into me. "This will take a couple hours you know..." I felt a tightness in my chest, and looked down at her. She was blushing, my breaths came a bit quicker. She raised her eyebrow. "Are you nervous?" She put her hoof on my thigh, rubbing it back and forth slowly. My heart was beating faster, I felt a little nervous.

I shook my head, making her relax a little. "Nah, I'm just excited for tonight." She smiled and looked at me, eye lids half-lidded.

"I'm a little excited too." I smelled a light scent, and I looked into her eyes. She moved her face closer to mine, I brought my hand to her cheek, tilting her head sightly. She closed her eyes and her mouth was sightly agape, and I closed my eyes, putting my lips to hers. Her lips were smooth and soft, they had a slight glossiness to them. We moved our lips gently and slowly, she grabbed my head and pushed into it. Her tongue slithering into my mouth, my tongue coming out to meet hers. They tangled together between our mouths, both seeking dominance. But mine was stronger and she pulled back, panting a bit. "You're a great kisser Marshall." Octavia laid on top of me, she spread herself out and laid her head under my chin. I reached over and picked up my tux top, draping it over her. We laid there for a while, enjoying the closeness of the other, the warmth that our heats created. I took a deep breath, with Tavi following in suit.

"You really know how to make a mare hot" Tavi whispered, teasing me, I felt hot in the face. I ran my hands down her back and sides, massaging her. She sighed and nuzzled into me, and I dug my fingers into her smooth coat. She leaned up and nuzzled my neck, and I brought one hand to her ear, scratching it. She melted at my touch and whimpered. I stopped and looked at her, she was a bit dazed, but smiling. "That was wonderful..." She pushed her hoofs on me and leaned up, pecking me on the cheek, before looking at me. I brought my hand to her mane, running my fingers through the silky strands. I leaned forwards and kissed her on the nose, she giggled and we felt the carriage come to a halt. We both looked at each other, before she hopped off me and the door opened. I stepped out into the sun and saw the castle. I turned back, helping Octavia out of the carriage and taking my guitar out. I turned around just in time to be knocked on my back by Luna.

"Marshall, I have missed you soooo much." She hugged me for all the was worth, Tavi giggling on the side. I looked down at her and she was crying a bit. She looked at me and smiled. "Tears of joy Marshall... Tears of joy." She nuzzled under my neck, and I brought my right hand to her head, gently petting her mane. I looked up, and princess Celestia walked out, smiling, the mane six behind her.

"I missed you're presence Marshall, and it seems my sister has as well." I blushed and everypony giggled. "Come, let us go into the main hall, and we can officially dub you." I tried to pry Luna off me, but she didn't want to let go, I rolled my eyes and, with a little help from everypony, managed to get her off. She frowned but then shook her head and waked over to her sister, and we all walked into the hall. "Now the ceremony won't be for an hour or so. So you may meet back here later, or we can have lunch here." We all looked at each other, before looking back at Celestia and nodded. "Alright then, I shall get the chiefs to start." She walked away, and Twilight walked up to me.

"The girls and I are going to town for a bit, want to tag along?" I thought about it for a moment, and shook my head.

"You girls go on, I think I will look around a little." She nodded and walked backed to the group, I turned and walked towards the garden, looking around the place. I walked to a small wall, laying my guitar case onto it. I heard hoof steps and turned around. "Hey Luna, what's up?" She smiled, her mane covering her face a bit, as I removed my tux. She eyes my arms and shoulders. I glanced at her, and smiled. I laid back on a small hill, a tree above me kept the sun our of my face. I heard hoof steps on the grass next to me and suddenly felt a weight on my shoulder. I moved my arm around :Luna as she laid down next to me and laid her head on my shoulder. Two friends relaxing in the mid day sun, a little too relaxing. Luna's breathing slowed and and she snored a little. I drifted into sleep myself, the peaceful sounds soon fading out as I fell asleep.

"Come on Marshall, time to wake up." I opened my eyes, and saw Octavia looking down at me. I smiled and brought my hand to her cheek, caressing it. She giggled and nuzzled into it. I sat up and stretched my back, cracking it. I looked around for the princess. "Luna is in the main hall, they are ready to make the title official. You slept right through lunch." She giggled. I looked at the ground and found my sword laying there. "Luna said you will need this." She looked down at my guitar case. "Here, let me take your guitar for you." She picked it up by the handle in her mouth, and I pet her mane a bit. I followed her to the main hall, and she walked in. I walked down the middle, ponies cheering for me on either side. I was blushing at all this attention. I walked up till I was just below the steps to the thrones, and bent down to one knee, putting my left arm to my right shoulder.

Princess Celestia and Luna were on their thrones, Shining Armor was standing on her right, with Cadance on their left. The princesses stood up, I brought my head down till my chin touched my chest. "We are all here today, to give the title 'Protector' of Ponyville to Marshall, the only human known to exist in Equestria. He has put his life on the line many times, coming close to death to protect his friends, and more. Marshall, can you please remove your sword." I looked up, drawing my sword with my right hand, and laying it across both of my palms. She lifted my sword, from my hands, Shining presenting her with another sword, she flew the scabbard onto me before standing up. She walked down towards me. Lifting the sword up, tapping me on my right shoulder. "I, Princess Celestia, offically proclaim you Protector of Ponyville. May you defend those you hold dear, and those you don't know. Defend peace and keep it upheld."

She laid the short sword into my hands and I looked at it. It's blade was double edged, it was twenty four inches long, before it hit a serrated part. Good for blocking and hooking. The bottom of the blade had black markings on it. The wooden handle fit my hand greatly. (Google search k-014 sword, it should be the second picture and that is the sword she gave me so you can see for yourself.)

I flipped it around my hand before sheathing it. I stood up and turned, the crowd clapping their hoofs. "I would like to thank you all for this honour, I will defend any and all who need it, and I want to personally thank the princesses for this blade. I will always cherish it, thank you." I turned and wrapped my arms around Celestia, rubbing my hand up and down her back. She put her right fore hoof around my back and nuzzled me a bit. The awws rang out, followed by more clapping as I broke the hug and Luna came trotting down, throwing her hoofs over my shoulders. She broke the hug, but sneaked a little kiss on the cheek, prompting a blush from me.

All the guests dispersed into the garden courtyard, to attend the after party. I felt a tapping on my shoulder. Celestia stood there looking a little nervous. "I need you to follow me, there is something else I am giving you." I raised my eyebrow but nodded and followed her, not suspecting a thing. We walked away from everypony, two guards following us. After about three minutes or so, we came across a door. "This is our destination." She opened the door and I stepped in, she followed behind me and shut the door, a faint clicking sound ringing through the room and I knew she locked the door behind us. I gulped as I looked where we were, it was her bedroom! Her huge bed was white with gold highlights. It was low to the ground, about knee height to me, and had two big pillows. I froze. "Now, I have read a bit of my sisters mind, and I caught a glimpse of what happened that night." I gulped. _Oh fuck, I am really screwed now._

She walked around in front of me, her horn glowing. My mind fogged and I wondered what she was doing. I looked at her and she smiled smugly. She was reading my mind! _Get out of my head! _I resisted with all I had, and she grunted, struggling to read my mind. She smirked, her eyes glassing over. "I know just how to break your concentration." She put her hoof around my head, staring deep into my eyes and pulled my lips to hers. I was shocked, my mind fogging up. She moaned, her lips staying still, pleased and breaking into my mind. I felt violated, my memories were being read by her, confidential things about my life was being read by the ruler of Equestria. I felt tears start to run down my face as I struggled, everything I had done, was being displayed in front of her. I had to stop her, I put my hands on her, and pushed. She replied by driving her tongue into my mouth. I scrambled my mind, thing about everything I could, trying to make it as hard for her. After a couple of minutes of struggling, I gave up. Opening my mind to her, tears rolling down my cheeks, she would know everything I had done. I felt weak, and I went limp, falling to my knees and slipping out of her grasp. I drew my sword, and the blade shined in the light.

"You fuck off right now, how dare you read my mind." I whispered, but was stern and she took a step back. She was shocked, a look of guilt on her face, she looked down before looking back at me.

"I'm..." She started, but I didn't want to hear any of her excuses.

'Not a word..." She stopped and looked down and gasped. My left hand was clenched hard, and she took a step forward, before I pushed with... some force, she was pushed back a couple of feet. I was shocked, looking at my hand, a faint red glow disappearing. I felt weak, dropping my sword, and I blacked out as my head hit the floor.

"Are you ok?" I heard a worried voice say, my world was still dark, and I tried to move. "Don't move, you need to relax ok?" I was comfy, my mind coming back to me and my eyes shot open. Celestia was beside me, her head hovering over me, a guilty look on her face. "I am sorry Marshall. I had to push you to the limit to see if I could find what I was looking for. I needed to know if this would be any use to you." Her horn glowed and a ring flew over to me. It was a small gold ring with a moonstone in the middle. "Every living thing has a little magic in them, and you are no exception, this ring will allow you to hone all the magic in you and use it." I took the ring and slipped it on, looking back at her for what I should try and do. "Look beyond my eyes and search deep, looking for what is hidden there." I nodded and concentrated as hard as I could. _Very good Marshall, now..._ I move on in my search, looking for the reason she brought me here. I gasped, losing concentration, returning to my own mind, looking at her, she was blushing. "You weren't supposed to know any of that." She looked down in guilt, she wanted me to help satisfy her heat. "As a princess, I have no time for personal relationships, but when I noticed Luna was feeling fine, I got a little suspicious." She was teary-eyed, her head hung low in shame.

"Have you ever..." She blushed herself and shook her head. "Well, why me?" She looked at me, sighing.

"Because, I have heard from Luna, that you are a nice, gentle, loving guy." She blushed. "And Twilight sent me a letter describing what she did that night, and how she felt a little guilty for it. It made me so hot, and I knew I had to have you. You are an attractive man, both by looks and personality." Those events came rushing back to me, she had used me for her own pleasure. "I am sorry for being forceful, I still want you to keep the ring, it was supposed to be presented to you anyways." I looked up at her, and she looked down at me for forgiveness. I smiled a bit before grabbing the back of her head and pushing my lips to hers. She gasped, and moaned, my tongue snaking out and into her mouth. Her tongue ran over mine, pulling back a bit as it felt the ball on my piercing. I pushed her back, not letting my lips leave hers. After a couple of minutes, I pulled back, a single string of silvia still connected us. She was panting a bit. "Why?" She tilted her head to the side. "After what I tried and did." I smiled and pushed my hips forwards slowly and she eeped. My hard cock straining against my jeans. "Ooo." She blushed and I brought my hands to her chest.

"I think we can help each other out." She nodded and I ran my hand down her front, to her teats. They were larger then the others are, considering her size. I pinched both her nipples and she gasped. _Has she ever masturbated before? _I looked up at her, and she was panting a bit. I smiled and leaned down, taking one into my mouth. I suckled on her teats and she caressed my hair, encouraging me on. I switched nipple after a minute or so, and she giggled. I nursed off her royal teats, the milk soon beginning to flow. Her milk tasted like vanilla, and I gulped it down. She moaned and I traced my hand to her sex, rubbing my finger around it, teasing her. As my finger reached the bottom of her vulva, it was wet. I pulled back, looking at her sex, her juices were flowing. I grinned and moved down, she shivered as I blew on her nether lips. I brought my mouth over her sex, breathing on it, and she pushed on my head, putting my mouth to her cunny. She moaned as my tongue licked up and down her lips, spreading them, my piercing moving under her clitoral hood, tickling her clit. Her juices had a slight vanilla flavour to it, and made me crave more. I licked up to her clit, it was hard and she moaned when my tongue brushed against it. I then dragged my tongue from her clit, over her lips, and to her tail hole. She gasped and shivered when my tongue ran over it. She wrapped her hind hoofs around my back and pulled my head in. I looked up at her and stuck the tip of my tongue in her, she squirmed and thrusted her hips into my face. My nose was rubbing her lips, as my tongue wiggled around in her tail hole. I pulled out and licked back up to her sex, pushing a finger into her, taking her clit in my mouth. I looked up at her, a look of extacy on her face, and I sunk another digit into her. She gasped and bucked her hips to my hand. I pulled my mouth back, and looked up at her, sinking a third digit into her. "You like that huh?" She nodded and looked down at me.

"Could you..." She looked away. "Try and put them all in?" I stopped and looked at her, I put all my fingers into her, my thumb circling her clit. She moaned, her face was pure pleasure. I took a deep breath and I made my hand into a fist, slowly pushing my fist into her. "Ohh..." She gasped, laying back. I stopped and let her vagina get used to my fist. I moved up to her teats again, taking the left nipple in my mouth, suckling on it. I sunk my fist into her, up to my wrist and going deeper. Her milk flowed and I drank it down, my arm into her up to my fore arm. I felt her cervix, and she gasped, rocking her hips to my hand. I smiled and pulled back a couple inches before pushing back it. Her fluids coated my arm. I moved my mouth to her other teat, and I felt her hoofs on the back of my head. "You like suckling on me baby?" My cock twitched at her dirty talk, and I swirled my tongue around her nipple and she sighed.

"Ahh, wait, stop!" I pulled back, withdrawing my hand. "I don't want to cum just yet..." She looked at my pants, her horn glowing and I was suddenly naked, my clothes piled up the floor. She gasped as she looked over my body, my cock standing at full attention. She licked her lips. "Mmm." She pet the bed with her hoof, I smiled, walking over and sat down. She grabbed my cheeks with her hoof, planting her lips on mine She put her hoofs on my shoulders and pushed me back, straddling me. Her tongue licking my lips, wanting them to open so she can explore. I brought my left hand to her mane, my right to her cheek, caressing her as we explored each others mouth. She pulled back, running down my body, planting kisses on me. She got down to my crotch, and her eyes went wide. I blushed, she opened her mouth and breathed on my cock, prompting a twitch from me. She giggled and licked from the base, up to the head and back down, dragging her tongue over my balls. I gasped as she took them both in her mouth, licking them. She giggled and let them out of her mouth, licking my shaft, it wrapped around the whole thing. She moved up and down, jerking off me with her tongue, pre leaking out and running down my shaft and onto her tongue. She moved up, taking my head into her mouth, swirling around it, finding all she could and licked it up. I put my hand on her ear, scratching it as I pushed her lightly down, taking my cock deep into her mouth. I closed my eyes, the pleasure tingling up my spine. I cracked my eye open, looking down at her. She had her eyes open, looking back into my eyes, her sweet mouth taking my shaft to the roots. She closed her eyes and moaned, her voice sending vibrations into my cock. The pleasure building, my cock twitching in her mouth, sending a shot of pre into it. She licked it up and pulled back. I looked down at her, I was getting close and she stopped. "Could you... you know..." She laid back, spreading her legs. I blushed and looked at her, her sex was dripping and was so inviting. She looked at me. "Not there, I want to save that for my special somepony, I meant the other one." She blushed and sat back further, laying on her back fully, her fore-hoofs spreading her cheeks apart, her tail hole on display to my eyes.

I smiled and got closer to her, I grabbed my cock, and moved right up to her, rubbing it up and down her lips. I wet my cock with her juices before moving my cock down between her cheeks. She squirmed a bit as I pushed my cock against her hole. I grunted as the head sunk in, she gasped, and moaned as I sunk in further. He hole clenched as I pushed into her. Our hips met, and I leaned forward and kissed her as I pulled back. I thrusted right back into her, shaking the bed as I fucked her hard. She broke the kiss and laid back, she moaned and I grabbed her hips, pulling her to me as I thrust forward. "Ah... ah... ah... ah... geez Marshall!" Her mouth was agape and her face was flushed, she was in a world of pleasure as I rhythmically fucked her. I brought my right hand to her cuuny and plunged two fingers into her. She squealed and I picked up the pace, both her holes clamping around me. I gasped and pounded her ass, the slapping of skin echoing through the room, her moans almost covering them. I felt her holes squeeze on me, rhythmically relaxing and clamping down. I felt my cum boil, getting ready to shoot. "Cum with me, squirt it deep inside me..." She looked at me, a look of need on her face. I nodded and fucked her like no tomorrow, my cock and fingers going into her at a quick pace. I felt my cock twitch, my cum starting to shoot out. I plunged my fingers to the roots in her vagina, and I kept on fucking her ass as she squirted over my fingers. Her holes clamping down, and I shoved my cock balls deep into her. My cum shot out, filling her ass with my cum. She pulled my head down and locked lips with me, my cum still firing rope after rope into her and my hand was soaked from her juices, my thumb still moving in little circles on her clit. I fell limp on her, my cock still twitching inside her, my fingers slipped out of her and I brought them to her mouth. She licked her juices off my fingers, and I chuckled a bit.

I looked at her. "How was that?" She giggled and I removed my hand from her mouth.

"That was fantastic, you really know how to please a mare Marshall, thank you." She blushed. I looked at her, my look pleading with her.

"Please don't tell anypony about this, I don't want to hurt my friends feelings." She nodded.

"My lips are sealed, they won't hear anything." I laid there on top of her, feeling my cock twitch in her. I pulled out and she got up, leaning down and deep-throating me, cleaning my cock off with her mouth. Her horn glowed and I felt clean, nothing on her or me. She pulled back and looked at me. "Lets go to the after party, the ponies are expecting you." I nodded and looked at my clothes, bringing my arm up, and concentrated. It glowed with a light red glow and lifted up and over to me. I dropped it about half way to me, panting. _Man this is hard. _I bent down and picked them up and started dressing. Princess Celestia gasped. "That was really good for a first time." I blushed and zipped my pants up.

"Thanks, I'm going to have to get Twilight to help me though." I put my shirt back on, and she opened the door, letting me exit. "Thanks for the ring, this is really cool." Celestia smiled.

"You deserve it Marshall, come on, there is a party to attend to!" She walked towards the garden and I followed. After a couple minutes, we arrived, and Rainbow Dash flew up to me.

"Where did you go to huh?" She crossed her hoofs in front of her, looking down at me. I smiled and looked back at her. I walked away, smiling and she looked at me. "Huh? Wait! Where are you going?" She followed me, giving a grumpy sigh. "Why won't you talk to me huh?" I concentrated, and she yelped a bit. She fell to the ground. "Huh?" I looked back and she looked at her tail, her eyebrow raised. I chuckled and she looked at me quizzically. I saw a small white flash and Twilight was a few feet in front of me, her eyes sparkling.

"How did you do that? I know you did it, I saw you." I chuckled and brought my hand up, she looked at my fingers, noticing my ring. She raised her eyebrow and looked at me. I smiled and looked at the ground, noticing a small pebble. My hand glowed a light red, and the pebble doing the same, it floated up and I placed it on her nose, the glowing stopping, and I panted a bit. "That's awesome! How did you learn to do that?" She looked at the pebble on her nose.

I wiped my forehead. "Thanks, but I am going to need a teacher to help me... You up to the task?" She gasped, her eyes lighting up and nodding furiously, her mouth smiling as big as Pinkie Pie.

The rest of the party went great, me and Vinyl preformed again, the night quickly ending. All of the ponies had a wonderful time, and I got countless congratulations from a bunch of ponies. I packed my guitar away, hopping off the stage towards my friends. "Twilight, could you teleport us back home?" She looked at me.

"Well, I could, but not all of us." I looked at her, the rest of the girls, my eyes going over Rarity.

"Well, with Rarity and my help, do you think you could?" Rarity gasped and Twilight thought about it for a minute. She then nodded and I walked over to Rarity, who was taken back a bit. "Please Rarity? For me?" I did the best puppy dog face I could, she resisted looking at me, only glancing at me as I took her left fore hoof in my hand. She groaned and nodded and I kissed her hoof. The girls all gathered around and Twilight and Rarity's horns glowed and they combined their magic, but nothing was happening. I then gave all I had, my hand glowing and the girls gasping and a flash happened and all of a sudden we teleported to the library.

"We made it... uhh Marshall?" I opened my eyes and my hand was still glowing a bright red, I looked around and flash, I was across the room. I looked at the books and they all came flying off the shelves. "Marshall!" I fell to my knees, or at least I tried, but I floated up, my mind slipping a bit. I forced the books back, my magic stopping and I fell ten feet to the floor. I heard gasps as my friends ran over to me. "Sweet Celestia! That was impressive." Twilight sounded impressed and excited.

"Twilight! He could of hurt himself!" I heard Rarity scold her, and I felt hoofs flip me over. I opened my eyes, and looked up. Worried expressions looking down at me.

"I didn't hurt any of you?" They shook their heads, and I felt guilty. _How could I lose control like that? This was a dumb idea. _I felt a bit foggy in the mind, Twilight's horn glowing.

"I lost control during my entrance exam when I tried to get into a gifted unicorn school." She admitted and I felt a bit better. I sat up and the room was spinning. I shook my head, and it stopped.

"I'm fine now, you girls can head home, don't need to worry about me." I was grabbed on every side by hoofs. They all snuggled into me. "This is a little uncomfortable." I felt my cheeks get red. "And a little embarrassing." They all laughed and broke the group hug, all of our friends heading out the door. I looked over at Twilight. "Mind if we go to bed? We should get a good start tomorrow morning."

Twilight nodded. "Sounds good to me." She helped me up, I was weak, using my magic really drained me. We walked towards my room and I started stripping, Putting my sword I got on the dresser. Twilight blushed a bit. I looked over at her, my pants coming off, and my socks were next.

"Why are you blushing Twi? You have seen me like this multiple times." She blushed harder as I pulled back the blanket and crawled in. She followed in suit, climbing in on the other side of the bed.

"Well... umm..." I looked at her, she was holding something back for sure. I frowned and she eeped. "You are really attractive Marshall alright! You are so strong, but so gentle. Kind, but can stand up for others." I laid back, and she put her head on my chest, looking up and me. She traced her hoof over my pecks. "You are forgiving, understanding, and helpful." She looked at me, her cheeks completly flustered. "You are a great friend Marshall, I don't know what I would do without you." I smiled down at her.

"Well, I don't plan on going anywhere anytime soon." She got up a bit and laid her head right on my shoulder, laying across my body. I covered us with the blanket, just up to her face. Her heat seeping into my body and warming me up. Her coat tickled my skin. I rubbed my hand up and down her back, she sighed, content with cuddling with me. Her eyes were closed and I leaned down, kissing her on the forehead. "Sweet dreams Twily." She gasped and blushed, leaned up herself and kissed me on the lips. I brought my hand to the back of her head, caressing her mane and making sure she didn't pull back. Our lips moved in sync, her glossy lips tasted like a minty apple. She broke the kiss looking at me, smiling.

"I love you Marshall." I smiled back at her, running my hand down her back.

"I love you too you know." I frowned. "I wish I could pick just one of you girls, I love you all. So much" She nuzzled into me, her lavender smelling hair brushing up under my nose.

"As long as you stay they way you are, we couldn't be happier." She opened her eyes and looked at me. "Although, some ponies want a little more from you." I looked at her and she giggled before my jaw dropped and she stopped. _Shit, how much have they discussed? _I looked back at her and she looked worried. "Don't worry Marshall, just keep doing what you do and all will be fine." She put her hoof to my cheek. "Alright?" She titled her head a little, frowning. "I don't like to see you upset." I nodded and she smiled and nuzzled her head into my shoulder/neck area. She started to hum, it was a nice peaceful tune and I fell asleep quickly.

I felt something shift on me, I wrapped my arm around it, not letting it go. It stopped and laid back down. I opened my eye to see Twilight just peaking out from the blanket. "Good morning Twi." I ran my hand down her back. She sighed and kissed my neck lightly.

"Good morning..." She yawned and got off me, I got up and gathered some clothes. "You get in the shower and I will prepare some training so you can use your magic better." I nodded and did as I was told, getting in the shower. After that, I walked out into the main room, and Twilight was reading over a book. **Basic Magic for Unicorns**. _Great back to school. _I walked up to her and she looked over the top of the book and smiled. "Here, take this from me." She lifted the book with her magic, it glowed a light purple. I reached out to grab it and she pulled it away, shaking her head. "No use your magic to grab it, ok?" I nodded and focused, the book turning a dark red, then a red as she stopped holding it. "Now hold it, and bring it back to you." I brought it back, and it hovered in front of me. "Now open it to page two." I did as I was instructed and opened the cover, then to page one. I was about to flip to page two when I felt my hold weaken, I struggled to keep it up. "It's ok to let it go..." She looked worried and I shut my eyes, tensing and I felt a surge run through me. I relaxed and the book flipped through all the pages and closed, before I opened my eyes. I looked to the opening and placed the book back where it belonged. I suddenly felt weak.

I kneeled down, not wanting to fall over from exhaustion. "How... How was that Twi?" I panted, trying to regain my energy. She trotted over to me excitedly, and a hint of worry.

"That was great!" I have no clue what that surge was though." I looked at her and smiled, standing up and taking a deep breath.

"That was wonderful dear." Me and Twilight turned and saw Rarity trotting towards us. She was smiling, looking like her cheery self. She looked around, a frown forming on her face. "Is Spike here Twilight? I really need him to help me collect gems for a very important customer." Twilight put her hoof to her chin, tapping it.

"Sorry, Spike is out doing his chores right now." Rarity gasped and started to panic a little, trotting in place. I bent down and they looked at me.

"I could help you, besides, I owe Spike some gems anyways." Rarity gasped and jumped in the air, she was really excited.

"Thank you, thank you, thank you, thank you Marshall! Lets go." She put my wrist in her mouth and tried walking, but she just walked in place and I laughed.

"Hold on a sec, let me get my sword, I don't like to go anywhere with out it." She nodded and I walked to my room, picking up my sword from the dresser and strapping it on my back. I walked back down and Rarity was talking to Twilight, when she looked at me she gasped and blushed. I walked over to her. "Well, shall we head out?" She nodded and we waved goodbye to Twilight. Outside was a large bushel and a couple of shovels. I picked them up and we started walking out of Ponyville As we walked, Rarity glanced over at me a couple of times, looking at my sword. I looked down at her, she glanced up at me, and blushed. I raised my eyebrow. "What's up Rarity?" She jumped a bit and looked at me.

"Sorry dear, you just look so heroic, like my own personal knight protecting me." She blushed and giggled. I stopped and smirked, setting down the bushel and shovels. I drew it, laying it across my chest, bending down to her.

"I swear to protect you m'lady." I smiled as I took her hoof in my hand, gently wrapping my fingers around it and planted a small kiss on it. She blushed harder and giggled. I stood up, swinging the sword around fancily, before striking a pose.

"Ooo, fancy moves Marshall." I smiled and sheathed my sword, we continued walking towards a flat dirt area. I raised my eyebrow and looked at her, her horn glowed its magnificent blue. I raised my eyebrow and she trotted over to a area lightly glowing blue.

"Dig here dear." I walked over, pushing the shovel into the dirt. After a couple seconds, gems were under the shovel. "See? Easy." I put the gems in the bushel and looked around. I saw she was finding gems and marking the places where they were with a stick. I looked at my hand and back to the ground, and idea forming. Rarity looking back at me, tilting her head sightly. "Is something the matter dear?" I brought my hand up a tad, and it glowed red a bit, I focused and an area glowed red a bit. I walked over, dropping to my knees, driving my hand into the dirt. Rarity walked over, and she gasped when my hand brought up gems! "How... did... you do that? I thought I was the only one besides Twilight who could use that spell." I thought about it a bit, before turning to her.

"I guess I can replicate spells I see." Looking back to the ground. "But only sightly. You mark the rest of them, ok? It takes a lot out of me..." I looked back at her, she needed something, I sat there thinking. She looked around and back at me, blushing a bit, a little embarrassed from me looking at her.

"Uhh, what's up Marshall?" I snapped back, and chuckled a bit. She was trying to avoid long eye contact.

"Just thinking about a nickname for you." She eeped and blushed. "How about Rare?" She adverted her eyes and smiled a little. I reached out and grabbed her chin, tilting it towards me and smiling. "You like that?" She smiled and nodded. I leaned to her and kissed her on the cheek. "Anyways, lets get back to work." She nodded and I grabbed the shovel, digging up gems for her, using my magic to lift some of them up and into the bushel, to get better at using a basic lifting spell. After a couple of hours, we were done, a huge bushel full of gems. We walked to her house, and she let me in, closing the door behind her, keeping the cool night air out. I set the bushel down and wiped my forehead, moving some gems into a little bag to take to Spike. I was about to turn back to her when I felt her hoofs on my back, they pushed in a bit, my muscles feeling good as she applied pressure to them.

"Here, let me give you a massage for your hard work. It's the least I can do for you." I nodded and followed her up to her room. She motioned me to lay on her bed, I removed my sword and shirt, she lit a candle, the room soon filling with a sweet aroma. I closed my eyes and felt her hoofs dig into my shoulders. It was heavenly, she was nice and delicate, getting right where she needed, I sighed and went almost limp, her touch felt so good. "Feel good dear?" I nodded slowly and she giggled. "Here, flip over." I flipped and I heard her breathe in sharply. I felt her hoofs on my chest, running over my pecks. I blushed a bit as her hoofs ran down to my abs, it felt really good. I was so relaxed, just laying there as her hoofs ran over me. I felt them run around my waist, I blushed and opened my eyes, looking up at Rarity. She was blushing, focusing on her work, barley blinking as she worked my abs. I closed my eyes and sighed, she stopped for a moment, before resuming, moving lower and lower. I felt my heart beat a little faster, adrenaline pumping through my system. I gulped, my chest knotting up, I was a little nervous, hoping she didn't have anything in mind. I peeked a little, her cheeks fully flustered, but she worked diligently. I almost fell asleep, she stopped and got up next to me, laying down herself.

I flipped onto my side, looking at her. "You mind if I crash on the couch tonight? I don't want to walk back home at this hour." She smiled at my offer, shaking her head a little.

"Nonsense, you are a guest, I will sleep down stairs." I narrowed my eyes, and she eeped. "On second thought..." She trailed off a little. "You will sleep here..." She blushed. "With me, I don't mind." I looked at her, she was firm and I sighed, nodding. I sat up, and looked back at her,

"Mind if I get comfy?" I motioned towards my pants and she blushed harder, shaking her head. I removed my pants, she took my almost naked body into full detail. I laid back down, her bed barely big enough for both of us to lay apart, but I did not want to invader her personal space, without permission. I laid on my side, facing her, my arm running down my side, and she laid on her back, looking over at me. She bit her lip a little and whispered.

"Umm, I don't mind if you... you know." She looked at me, her eyes glittering. _These ponies and their begging faces! _I reached over with my arm, pulling us together. I laid my head next to hers, my arm running over her tummy. She glanced over at me, I was super tired, barely able to keep my eyelids up. I closed then and brought her closer to me, our bodies right against each other. She sighed. "You know, I have never cuddled with somepony...er someone else before." She flipped over and wiggled closer, her hoofs tucked into her body and her head right under my chin. I closed my eyes, her light breathing was really relaxing and I quickly fell asleep.

I stirred, something next to me, I hugged it close to me. It was warm, and slightly moving up and down and I sighed, opening my eyes. A pair of azure eyes looking back at me. Rarity had a small blush on her face. "Good morning Rare, how did you sleep?" She smiled.

"I slept wonderfully dear, it is so nice to cuddle with another while you sleep." She nuzzled me and I brought my hand to her mane. "Mmm, your fingers feel wonderful..." She trailed off and she moaned when my fingers found her ear. "Ahh!" I moved my hand to her cheek, and she looked at me. She blushed a little and inched a little closer. I looked at her, and flicked my tongue out, my piercing flicking out as well. She stared at it and inched even closer, and I inched towards her. She closed her eyes, and I followed suit, we both moved closer to each other. Time slowed as our lips met, her sweet moist lips pressing softly against mine. I caressed her cheek with my hand, and felt her tongue lick against my lips and I opened them, my own snaking into her mouth. We explored each others mouths, taking in every detail with our tongues, hers exploring my piercing. I rubbed it against her tongue, and she shivered a little. I tried to break the kiss, pulling back a bit but she mover her hoof to the back of my head. She stared at me, a look of lust in her eyes, smiling. "You have to be the best kisser ever, and that piercing makes it all the hotter." I blushed and she giggled, and I pulled the covers off us, getting off the bed and stretching.

I heard Rarity gasp behind me, and I turned around. "What's up Rare?" She blushed and looked at my body.

"You have really gotten more muscular since you got here Marshall, and you show them off quite well." She trotted past me, sightly glancing back at me smiling. I stood there, and I bent down after a couple seconds, gathering my clothes. I got dressed and strapped my sword to my back. I walked down stairs, as soon as I hit the bottom, I got tackled by somepony. I managed to land on my hands, and looked at my back, and seen Sweetie Belle smiling and clamped to my back.

"Hiya Marshall, what are you doing here?" She started to hop lightly on my back, her eyes closed and she was smiling. I flipped over in her mid jump, and grabbed her sides. She looked down at me and I smiled.

"I was out helping Rarity yesterday and we got home late, so I crashed here for the night." I set her down and she noticed my ring.

She pointed to it. "Where did you get that ring at?" I brought it to her face so she could see it better.

I smiled. "Here I will show you what it can do." I looked at my bag and raised my hand towards it. She looked at me, her eyebrow raised. My hand glowed a light red and my bag glowed the same, she gasped as I lifted my bag towards me and grabbed it. I looked down at her, her jaw open wide. "Yup, the princess gave me this ring, and it allows me to use magic. Anyways, I am going to the farm, I feel like working today." I ruffled my hand through her mane. "Tell Rarity thanks for letting me stay." She nodded before hopping off and I left the boutique. I threw the bag over my shoulder and headed out towards Sweet Apple Acres. As I approached, I saw Applejack trotting out of the barn, and towards some trees with a couple bushels on her back. She looked and my direction and I seen her face lit up, I waved to her and she waved back. I walked up to her and she dropped the bushels off her back, tipping her hat back up.

"Howdy Marsh, how are you doin?" She smiled as I approached her.

"I'm doing great AJ, I was wondering if you needed and extra set of hands." She smiled and nodded.

"I could always use a extra hard worker. Besides, Big Mac injured himself, so I'm out here alone." I threw my bag towards the barn, and as it was about to hit the ground, I caught it with my magic. I lifted it and sat it beside the barn. "What is tarnation?" She looked at me, my hand glowing a light red. I glanced down at her, laughing a bit. I brought my hand down to her face, showing her my ring.

"The princess gave me this, it allows me to use magic." She tilted her head to the side, and I got a little idea. I used my magic and picked up her hat, placing it on my head. "How do I look?" She giggled, and covered her mouth with her hoof, trying not to laugh. I raised my eyebrow and lifted her hat off my head, putting it back on her. I then moved my hand to her mane, the silky strands running around my fingers. "You know, I really like your mane AJ." She blushed and tipped her hat down.

"Aww shucks, you're makin me blush sugarcube." I pet her back, picking up the stacked bushels with my other arm, ready to get to work "Let's get a working!" She bucked the trees, and I caught them in the bushel, any ones I couldn't catch, I used my magic to grab them and put them in. We worked hard, getting half the east field by around four pm. We walked back, both of us carrying a bushel full of apples. "Thanks for the help Marshall, I was getting behind schedule and was thinking about having to work heavy overtime." I smiled at her.

"Its not a problem at all AJ, but do you mind holding on for a second." She nodded and I dropped the bushel, and removed my sword and shirt. I strapped the leather strap back on my back. I tucked my shirt into my back pocket, bending down to pick up the bushel again. I glanced at AJ and she was staring at me, a small blush on her face. "See somethin you like?" I flexed my arm and she blushed harder. We walked back to the barn in silence, and I set the bushel I had next to the others, and I took hers off her back.

"Thanks Marsh, now, how would you like to make a lil extra? I could really use a massage after a hard day of work." She laid down on a pile of hay and I nodded.

"Sure, anything for a friend." I straddled her hips, and got to work. She was really tense, but I solved that problem, her shoulders and back were easy to do, but as I turned and got to her rump, she was really tense.

She groaned a little and looked back at me. "Oww, easy there sugarcube, I have been pushing myself extra hard, seein how Big Mac is out, I had to do this alone for a week. I'm mighty sore." I nodded and took it easy, she moaned as I pressed my fingers into her. My hands ran down her legs, they were really muscular from bucking apple trees for years. I moved my hand to her flanks and looked back at her.

"Do you want me to do everything." She nodded, her eyes were closed. I pushed my fingers into her flanks, and close to her tail base. I stopped and moved back, and her tail flicked.

"Y'all can continue..." She whispered back to me, as I rubbed her cutie marks. I gulped and moved back near her tail base. "Keep on going, its ok..." I shivered, her voice was so seductive, totality out of character for her. I nodded and closed my eyes, moving my hands slowly onto her rump. She sighed and I kept going, and both my hands were right next to her sex. She was moist all around it, the heat radiating off her made me tremble a little. She wiggled a little as I stopped, not sure if I should continue. "Th...that should be enough for today." She said nervously, with barely any seriousness to her voice. I nodded but let my hands linger for a couple seconds, before getting off her. She stood up and stretched herself out, removing her hat and letting her hair down. "Ah feel much better, thanks partner." She hopped on her hind hoofs and I bent down, letting her hug me. She moved her hoof up and down my back, before pulling back and looking me in the eyes. She moved closer and I smiled. I pushed her back onto the hay pile and she looked at me, a little anger on her face that was quickly wiped away as I laid on her, putting my lips to hers. She moved her lips eagerly against mine, and I slipped my tongue put, brushing it against her lips. She opened up and our tongues danced together, she took a liking to my piercing, as the rest did. _I wonder why they all like the dang piercing? _I pulled back and she smiled looking up at me. "You're a mighty fine kisser there Marsh." She blushed and stood up. "Anyways, I will go get yer pay." She walked off, leaving her hat on the ground. I bent down and picked it up, and I heard hoofs steps behind me. I turned around and AJ was there with a bag in her mouth. I took it and put her hat on her head. She looked at the ground, blushing. "Y'all mind not telling anypony about this?" She looked back up to me, a pleading look on her face.

I nodded and brought my hand to her cheek. "You have my word AJ." She smiled and nodded, I waved to her and walked off, picking up my bag before walking back to Ponyville. I walked alone, the sun just setting on the horizon. Darkness was closing fast and I looked to my hand, searching through my memory. _I remember Rarity using a light spell before. _I tried with all my might, and my hand glowed a light red, sending off a bit of light. _Come on, come on. _I grunted and my surroundings lit up. _There we go. _I smiled and continued walking home. As I made it to the out skirts, I saw a bright white flash, and a thunderous boom before rain down poured. _Fucking great. _I ran under the nearest thing so I wouldn't get wet, and I noticed I was at Sugarcube Corner. The rain pounded down, and the couple of seconds of exposure I was out there got me soaked. I reduced my light to a dim glow, good enough to light up a couple of feet around me. I looked around, and the rain didn't look like it was giving up anytime soon. Another flash of lighting, that was quickly followed up with a boom of thunder rang through the sky. I jumped when I felt something on my hip. I turned around and drew my sword, my light going in the direction of the thing, and I saw, who was covering her eyes from the light, was Pinkie! "Pinkie!" I sheathed my sword and brought my hand back to a normal area lighting position.

She rubbed her eyes and looked at me. "Marshall?" She looked at my hand. "How are you doing that." She looked back at me, I was soaked to the bone. "You're soaked! Here come inside." I nodded and followed her inside, she turned on a light and I stopped using my magic. I turned back to Pinkie, and she looked back at me worriedly. "Are you ok?" I nodded and pet her mane.

"Thanks Pinkie, and I'm fine." I looked down at my clothes. "Besides the fact that I'm soaked." I looked back and she had a towel on her head, and she was smiling at me.

"Take this and follow me." I took the towel off her head, wiping my hair, making it curl, and drying off my face. We tiptoed up to a room, and she opened the door and let me in. Her room was pretty big, a huge double bed on the left side of the room. "You can sleep here tonight, I will hang up your clothes." I nodded and started to remove my clothes, I removed my sword strap, then my shirt and pants. My shoes and socks came off as well. She picked them up and hung them up on a line. I felt my boxers, and thank god they were a little dry. Pinkie came over and poked at my boxers. "Good, they are dry, now lets get to bed." I nodded and walked over to her bed, pulling back the covers and laying on my back.

"Thanks for letting me stay Pinkie." She hopped into bed and smiled.

"No worries Marshy, anything for a friend." She laid down on the other side and looked back at me, her hoof on the lamp switch. "Good night Marshall." She flicked it off and I sighed, relaxing into her bed. After a couple of minutes, I felt the bed shift. "Marshall... you awake?" I pretended to be asleep, seeing what she would try. I felt her move closer to me, moving my arm up towards my head. I felt her cuddle into me, moving my arm back over her. I smiled and held her close. She sighed and leaned up, kissing me on the cheek. "Nighty night Marshy" She nuzzled into my neck and I felt her breathing become regular and I quickly fell asleep.


	14. Memories Lost

**Hello there! The next chapter is here! Clop scene with Rainbow at the end! Thanks for reading, reviewing, and for the suggestions I got from people. I enjoy adding things people want to see in this story. I will be uploading another story start perhaps tomorrow, so stay tuned for that. It won't be as big as this one, but you never know what could happen. This story will be uploaded on Saturday's from now on, unless something comes up.**

I felt something move next to me, a light poofy mass moving in my face. I opened my eyes and looked down at the pink hair. Pinkie was smiling a bit, rubbing her hoof over my abs, her head on my chest. I smiled and rubbed my hand on her back, her smile got a bit wider as she nuzzled my chest. _Man she is super cute when she is sleeping. _I smiled and laid my head back, enjoying being close to Pinkie. I haven't spent much time with her, so this was a real treat. She moved a little against me, draping her hind hoof over my right leg. We cuddled, both of us just enjoying being next to the other. I felt her stir, moving sightly against me. I rubbed the back of her neck. "Good morning Pinkie..."

"Mmm, morning Marsh." I felt her cheeks push against my chest, and I knew she was smiling. I felt her sigh as I moved my hand over her back. "Man, that feels wonderful..." I bent down, and smelled her mane, it smelled like sweet candy. She giggled and looked up at me, smiling. I yawned and flicked my tongue out, licking my lips. She stared at my piercing, and I smiled, flicking it around. She blushed a little, moving a bit closer. I brought my hand to her cheek, she looked at it, then back up at me, her eyes twinkling. I leaned down and opened my mouth a little, she closed her eyes half way, opening her mouth a little. I was a couple inches away, and stopped, looking at her. She pulled back a bit before putting her hoof around my head slowly, inching closer. I felt her hot breath on my face, and she closed her eyes, bringing her lips closer to mine. I closed my own eyes, and pushed my lips to hers. She moaned a little as our lips touched, they moved together, and she squirmed a bit. She rolled her body, her lips leaving mine for a second before she pushed back against them, snaking her tongue into my mouth. They tangled together as we explored the others mouth, she was really enjoying it as she rubbed her hoof down my chest and towards my waist. I blushed and moved my right hand to her side, running along her body. I got to her flank, and moved a bit down under her, feeling the edge of her teat. She pulled back and looked at me, her hoof on my waist. She panted and looked at me, and I rubbed my hand and looked at her. She nodded and I cupped her left teat, she flinched and smiled a little. I massaged her teat, and she moved her hoof down to rub my cock. I smiled back up at her, pinching her nipple in my fingers. She gasped and I pushed her on her back, she looked at me and I brought my mouth down to her teats, taking in one of nipples in my mouth. They were smaller then others I have seen, but they looked cute and fit her perfectly. She moaned a little and her hoofs went to the back of my head, caressing my hair as I suckled on her. We heard hoof steps in the hallway, followed by baby voices and I looked up at her, she blushed and I sucked as hard as I could. She gasped and a little milk squirted into my mouth, hers was very sweet. I drank it and got off her, walking over to my clothes and started to get dressed. I sat on the bed as I got dressed and Pinkie hopped up next to me, looking straight ahead. She quickly leaned over and kissed me on the cheek before turning back. I stopped and looked at her, she was blushing, rubbing my thigh with her hoof. "That felt really good..." She looked away. "We should continue this when we can be alone." She looked back to me, her hoof moving over my cock. I blushed and moved my hand to her back, and nodded. I leaned over to her and pecked her on the lips.

"Thanks for letting me stay the night Pinkie, I owe you one. If there is anything you need, let me know." She looked at me, then out the window.

"Well, I was wondering if you might want to... spend the day... with me?" She looked at me, a pleading look on her face. I smiled and ran my fingers through her curly mane.

"Why not? I will head back home and get some fresh clothes and get a shower. Then I will meet you back here, ok?" She gasped and smiled hugely, she was super excited. She hopped down and trotted towards the door.

"Let me talk to the Cakes and tell them why you are here, and who you are too." She opened the door and walked out, and I finished getting dressed. I heard hoof steps as I picked up my sword, I turned back around and I saw a pony standing just inside the door way.

She gasped as she saw me, not out of fear, but from curiosity. She was a light cerulean earth pony, her mane was a light crimson highlighted with an even lighter crimson. She had two ear piercings, and was wearing an apron. Her brilliant rose eyes looked over my entire body, taking in my details. Her cutie mark was three pink cupcakes with red cherries in a triangle. We stood in silence for a couple of seconds before I spoke. "Umm, hi..." Her eyes went wide as I spoke, having never seen me before, I could see why. I approached her, and bent down to her level, I stuck my hand out a little. "My name is Marshall." I smiled, being as friendly as I could. She put her hoof in my hand and I shook it up and down, she blushed a little as she looked into my eyes.

"Hello Marshall, I am Ms. Cake. Pinkie has told me a bit about you. But never how handsome you are." I blushed at her words, looking away a bit. She giggled and I let go of her hoof. "How did you end up here last night anyways?" She tilted her head to the side.

I looked back to her. "I was walking home from Sweet Apple Acres and I got caught up in a really bad storm. I managed to get under the front awning, and Pinkie woke up and saw me, then she let me in." She smiled.

"That's Pinkie, always looking after her clot... er friends." She blushed and took a step back. I raised my eyebrow.

"Coltfrie..." I blushed. "I'm not her boyfriend, were just really good friends I swear." I put my hands up shaking them, getting whatever ideas were going through her head. She laughed a little, putting her hoof to her mouth.

"I'm just teasing dearie, although..." She tapped her hoof against her chin, smiling at me. "She has taken quite a liking to you." I blushed and looked away. "Hehe, anyways, I have things to attend to dearie, nice meeting you." She walked back out the door way and I followed, getting into the hallway. I heard humming coming from one of the rooms, I walked a little closer, putting my ear to the door. Pinkie was humming inside, sounding very happy.

"Hmm hmm hmm... la la la... do da do, spending the whole day with..." She sighed. "Marshall..." Her voice sounded dreamy. I chuckled and tip toed away, heading down the stairs and left Sugarcube Corner. I got outside and headed straight to the library, I couldn't wait to get in the shower. I opened the door a tad, just peeking my head into the main room.

"No he didn't come home last night, but I'm sure he will be fine AJ." I heard Twilight's voice quiver a little, she sounded worried.

"Ah don't know Twi, I'm mighty worried bout him." I heard Applejack's worried voice. I stepped in silently, closing the door quietly. I peeked around the corner, the two mares sitting at the table. Applejack had her head on the table, her hat laying next to her. She had her hair undone, and she put her hoof through it. "He said he liked my hair down..." She sighed, and I saw Twilight put her hoof on AJ's back.

"We will go look for him AJ, don't worry." Applejack pushed Twilight's hoof off her, looking directly at her

"But he didn't leave your house and then didn't show up the next mornin!" She snapped, and I saw tears streaming down her face. "What if he's hurt Twi? Lost? Tired? He could even be..." She cringed. Twilight was taken back a bit but shook her head.

"Don't think that AJ, you know better then that." Applejack sat back down, laying her head on the table and putting her hoofs on her head.

"Ah know Twi, I'm sorry. I'm just so worried bout em... He's one heck of a guy ya know... Ah... Ah really like him Twi... He's talented, modest, hardworking and helps everypony. He is also a huge flirt." Both ponies blushed, and Twilight nodded.

I stopped sneaking about ten feet from them. "It's alright girls, I'm fine." I spoke in a calm voice, besides my heart being tore from the inside, a little rain never stopped me, they cared about me this much. They both gasped and looked at me, Applejack galloping towards me, a small smile on her muzzle, tears running down her face.

"MARSHALL!" She jumped into me and knocked me over. I used my magic to slow my fall, landing somewhat lightly. She nuzzled my cheeks, her tears made my face wet. I hugged her and she shook a little. "Ah... Ah thought somethin bad happened to you... Where... where were you?" She stuttered a bit. I pet her mane, trying to calm her down.

"It's alright AJ, I'm fine. As soon as the rain down poured, I managed to get under the front awning of Sugarcube Corner, and Pinkie let me in." I looked over at Twi, she was smiling. "Could you get me a drink of water Twi? I'm mighty thirsty." She nodded and headed to the kitchen. Applejack pulled back a bit, looking me in the eyes.

"Y'all have pretty eyes Marsh..." She blushed and moved a little closer. I stared into her sap green eyes, they twinkled. I was about to put my hand to her cheek, when she pinned my arms down. I looked up at her and she grinned slyly. "Y'all scared the bajebbies outta me, and now you gotta make up for it." She leaned a little closer and whispered. "So pucker up, lover boy." I nodded and blushed as she moved her face down, closing her eyes and I closed mine. I laid there, opening my mouth a little and let her do what she wanted. I felt her lips touch mine, and she wasted no time driving her tongue into my mouth, exploring mine. I moaned and she tilted her head, her tongue playing with mine. I flicked my piercing against her tongue and she went a little wild, moving her hoofs to my cheeks, getting right into it. She moaned and her tongue swirled inside my mouth. I moved my hands to her sides and pushed on her a little. She pulled back, panting a bit, looking down at me. "That was... fan... tastic." She blushed and got off me, I got up right when Twilight walked back in, carrying a cup of water.

I took the cup from her, my magic taking it from hers and brought it to my lips. I drank the tall glass in one swig, opening my throat, holding my breath and it all went down. I sighed, that hit the spot, I put the glass on the table and wiped my mouth. "Ahh, thanks Twi." I rubbed my hair, feeling the greasiness of it. "I'm going to get in the shower." I walked towards my room, and gathered my clothes for the day. I grabbed a white v neck tee, with blue around the collar, a tighter pair of jeans to show off my legs and a fresh pair of boxers. I cleaned myself off, and I really needed it, I was dirty. I stepped out wrapping a towel around me, drying myself off. I put a little gel in my hair and looked at myself in the mirror. _I think I look good enough to spend the day with Pinkie, but what will we do? _Crap, I didn't have any plans for today. I strapped my sword to me, because you never know what could happen. I felt like crap, as I left the library and walked to Sugarcube Corner. I opened the door, and walked in, Mr and Mrs Cake both looking at me as I walked in. Mrs Cake smiled from across the room from behind the counter.

"Ah Marshall, you are looking much better." Mr Cake narrowed his eyes at her, before looking at me and doing an expression that said 'can't argue'. I chuckled a little and heard couple light thumps coming from up stairs. I blushed, a little nervous to spend time alone with Pinkie, she was a really cute and hyper active pony. She came bouncing down the stairs, with a pink saddlebag on her hips, and stopped when she hit the bottom, looking at me, her cheeks turning a little red. She straightened up and walked towards me.

"Hello Marshall, ready to go?" She said slowly, keeping her excitement in. I nodded and opened the door, my arm motioning for her to walk out. She walked out, glancing up at me once before stepping outside. I followed her outside, and she looked up at me. "Have any plans?" I blushed and shook my head, feeling a little guilty. She smiled. "No worries, I have some ideas for things we can do today, first, I was thinking we could head to the park and relax there, while its still bright and early." She blushed, looking to me for my approval. I nodded and put my fingers into her mane, it was more silky then usual, and I spaced out for a couple seconds before I snapped back and pushed my hand down her neck and rested it on her back. She looked up at me and smiled, before we both walked towards the park. I took my hand off her, to see her reaction. She glanced back, and frowned, before slowing down and nuzzling up under my hand and looking up at me. She looked so cute, wanting to practically 'hold hands' with me in their way. I smiled down at her and rubbed her side, and she laid her head on my side. We got a couple smiles from other ponies, I blushed, hoping they didn't get the wrong ideas. We soon made it to the park and laid down near the water on a small hill, a tree above us to keep the glare of the sun out later. Pinkie Pie dropped her saddlebag and I removed my sword.

I was laying back, my hands behind my head and I yawned as Pinkie placed her cheek on my chest, right over my heart. Her hoof rested on my abs, lightly rubbing back and forth sightly. She sighed and looked up at me with her eyes looking at the upper edge. I rubbed my hand on her cheek, and she smiled. "You are really cute laying there ya know?" She giggled and blushed before closing her eyes, enjoying my hand massaging her face. Her coat was really smooth, and she smelled like sweets. I narrowed my eyes a little. "Why are you acting so differently?" She jumped a little and didn't move, she shivered a little, feeling guilty. I felt bad for her, she was so nervous being alone with me. "You don't have to act differently around me Pinkie, just be yourself." I leaned down to her ear and whispered in it. "Because that's the Pinkie I know and love." She didn't move and I nipped at her ear, lightly nibbling at it. "By the way, I noticed how smooth your mane and coat is today." I started kissing down her head.

"Ahh, mmm, you little flirt." She giggled and pushed my shoulders down. She was blushing as she looked down at me. She straddled me, getting her entire body on top of me, nuzzling her cheek into mine. "Your skin feels so smooth..." She whispered into my ear and pulled back a bit. "But not as smooth as your.." She trailed off as she lightly put her lips to mine, kissing me. I closed my eyes and gave in, bringing my hand up to her cheek and tilting her head sightly. The kiss ended after a couple of seconds, she pulled back and laid her head on my chest, curling up on me. I wrapped my arms around her, hugging her and I breathed deeply. "Mmm, I love the sound of your heart beat..." She nuzzled her cheek into me, and I closed my eyes. She felt so warm, out body heat combining and keeping the area between us warm. We laid there for about ten minutes before I felt Pinkie snore lightly. _This pony is one of the cutest ever... _I relaxed, falling asleep myself.

I felt something run over my left peck, and I moved my hand to it and felt a soft and silky hoof. I moved my other hand and felt Pinkies back, and I pushed my knuckle into her spine lightly. "Hey Pinkie... How long do you think we were out." I sighed and opened my eyes, she was staring off into space, drawing little circles on my chest. I was a little worried. "What's wrong Pinkie?" She jumped as she snapped back to reality.

"Oops, sorry, just a thinkin! Nothing to worry about." She gave me a fake smile, but I didn't buy it one bit. She looked around before smiling bigger, hoping I wold believe her. I looked at her, and she tried to avoid my gaze but I grabbed her chin, she started to tear up a little.

I felt bad, seeing her cry. "What's up? Something is bothering you." I put our foreheads together, and she looked into my eyes. "Tell me, please, I hate to see you cry." She blushed.

"Sorry Marsh, I was just thinking..." She looked away, struggling to say to me what she wanted. "It's just that..." She looked at me. "I like you Marshall... Like a lot... You are such a sweet guy, always looking out for your friends." She smiled a little, genuinely this time. I smiled back, seeing Pinkie back to her usual self. "You are the first I have ever had these feelings for Marshall, and I don't know what to do..." She blushed, looking away. "I'm so confused, and I don't want to talk to the others about it, I don't know what they would think." I felt a little bad for her, I am the first one she had strong feelings for, and she didn't know what do to.

I brought my hand to her cheek, caressing it, I wasn't an expert in this kind of thing, but I was going to help her out best as I could. "Just do what you think is right Pinkie, I myself and still nervous about these kinds of things ya know." Her head snapped back and she looked at me, her mouth agape and I nodded. "Yup, still get the butterflies in my tummy." To add emphasis, I ran my hand over her tummy, getting a couple giggles from her.

"I had no clue, you always seem so confidant." She laid back down, listening to my heart beat. My stomach growled and she giggled. "We both missed breakfast hehe, good thing I packed a snack. Could you get it out of my saddlebag please?" I reached over, opening one of the bags, and I pulled out a brown bag. I raised my eyebrows and opened it, my eyes getting bigger as I looked at what was inside. It was a big chocolate muffin and it looked delicious. I looked at Pinkie as she moved to look at me, and I took a chunk off one side and offered it to her. She smiled and closed her eyes a little, and leaned in. As she took the piece from my hand, she nipped at my fingers a little and I chuckled, taking a bite for myself. We sat there and enjoy the muffin till there was a bite or two left. I looked at her and offered her it. She looked down and blushed, taking half in her teeth then moving towards my mouth. Her beautiful eyes sparkled as she wanted me to take the other half. I closed my eyes, moving my hands to her jaw, taking the other half as out lips met. We closed our mouths and sat there, out lips connected and I pulled back, enjoying the bite and the kiss. The looked at me and was blushing furiously, I felt her heart beat in my stomach, it was going a mile a minute.

I swallowed and put my fingers in her man, petting her. "Someponies heart is racing, do I really make you feel like this?" She nodded and swallowed her mouth full, her eyes glazing over a little as she pushed her lips to mine again. She moaned, her tongue coming out to play, and I followed in suite. Our lips moved, never once stopping as our tongues danced between our mouths. I moved my left hand to her chin and lightly grabbed it with my index finger and thumb, tilting it sightly to the left. She moved her forehoofs to the sides of my jaw, pulling me into the kiss further. She followed my moves, and her wild tongue sent shivers down my spine. I flipped over, me on top and her on the bottom. I felt her smile a little as she was forced to the ground, the feeling of being dominated made her moan. I broke the kiss and pulled back, looking down at her. Her eyes were half lidded and she was panting a little. I looked around, not a pony in sight, and I looked back at her. "Do you mind if I do a little something?" She shook her head and giggled. I laid my head on her chest, not wanting to spook her. "Keep an eye out, alright?" Her heart beat a little faster as I traced my hand down her stomach and I stopped right above her teats. I edged my hand down, and her heart beat a little faster as I cupped one in my hand. She gasped and shivered, as I slowly rotated it, moving my fingers to pinch her nipple.

"Ahh... Are you sure we should be doing this out her- Ahh!" She moaned lightly and cut her sentence short as I moved my head down, taking her nipple in my mouth and quickly flicking my tongue against it. I looked up at her, and she was smiling, her cheeks red. She moved her hoof to the back of my head, caressing me as I suckled on her. She grinned. "Mmm, good boy... You like suckling on Auntie Pinkies teats don't you?" I smiled at her dirty talk, and I sucked a little harder before letting go. She frowned a little. "That felt so good." I smiled and leaned to her ear, nipping on it.

"How about we go someplace private?" I looked back at her and she was blushing, starting straight at me. "We don't have to do anything you don't want to." I put my hand past her teats and felt the ground, it was wet. "Besides, somepony is excited." She bucked her hips forward a little, trying to get stimulation. "Tonight Pinkie, tonight" I traced around her sex to tease her a little and stood up. She nodded and got up herself.

I stretched, acting casual looking over the lake. "Where to now?" Pinkie looked up at me, a smile on her muzzle. I was about to answer when my stomach growled and she giggled.

"How about we get lunch? My treat." She smiled and nodded, I picked up my sword, strapping it to my back. Then I picked up her saddlebag, throwing it over my shoulder. "Lets go." We both walked towards town, walking over a large field. I took a deep breath, the smell of grass filling my nostrils. I saw a rainbow streak zoom across the sky, and I looked up. Rainbow Dash looked like she was trying a new trick. She was zipping across the sky, doing all sorts of aerobatic things, twists and turns, flips and spins. She got faster and faster... till, it looked like she was losing control, she tried to pull up but was going to fast, heading straight for us.

She looked at me, and yelled. "MARSHALL PINKIE! LOOK OUT!" I shoved Pinkie as hard as I could and prepared to catch Rainbow, knowing I couldn't get out of the way. Pinkie looking back at me and gasping.

"Marshall move!" She cried out but it was too late, I couldn't get out of the way. I bent down and braced myself to grab her. RD shut her eyes, and as soon as she hit me, I blacked out.

_Beep...beep...beep...beep... _The soft noise, becoming more predominant and clear. I cracked one eye open, the white walls almost blinding, and I heard something else. "Hey... hes waking up." A voice said, and I looked to my right, a yellow pony with a pink mane standing by the bed I was in, looking down at me. "Hey sleepy head, time to wake up." She smiled a soft smile. As I stared at her she looked worried, she put her hoof in front of my face, moving it back and forth, my eyes following it. This set her at ease, and she looked at me. I raised my eyebrow. _Who was she? _I looked at myself, covered by a small blanket, a nurse standing by my left side. I looked at the nurse, and I felt a little worried. _Who am I? _I licked my lips, and I felt something brush against them. I moved my hand up and felt a piercing?! I looked back at the yellow one and I knew I had a scared look on my face.

"Hello miss... Where am I?" She gasped and her eyes watered, she shook her head.

"You... don't..." She started crying a little before putting her right hoof on my chest. "Don't worry, you are safe." I smiled, that seemed to put her at ease. She seemed familiar, but I didn't even know her name. I sat up, and shook my head a little, clearing my mind and vision. I looked towards the nurse.

"Hello ma'am." I thought for a second, but it hurt to try and think hard. "Who...who am I?" She herself gasped.

"Just relax, you had quite and accident, everything will be cleared up later ok?" She gave me a cup of water, and a pill. "This will dull the pain." I smiled and took it, the water feeling good running down my throat.

"Mmm, thanks miss, that was great." She smiled a little, and left the room. I felt a small tapping on my shoulder and I turned, the yellow pegasus looking worried. "So, who are you miss?" She looked sad.

"My name is Fluttershy, do you not remember anything?" I shook my head.

"No, do you know me? What is my name?" She frowned, not liking my response.

"Your name is Marshall, we are in a land called Equestria, the town of Ponyville. And..." The door suddenly opened and in flew a light cerulean coated pony, and she stopped right before my bed. Her rainbow coloured mane and tail looked very cool, and her magenta eyes... felt, familiar. She looked worried, and a little beat up, a couple bandages on her, and some bruises.

"Marshall! Thank Celestia you are safe! I am so so sorry about what happened! I told you to move..." She looked on the edge of tears.

"Hello miss, do I know you?" Her mouth opened and she stuttered.

"You...you don't know who I am..." I noticed Fluttershy whisper something in her ear, and then back towards the door and quietly leave. "I'm so so sorry... I...I..." I saw tears run down her face and drip off her chin. I brought my hand to her cheek, trying to calm her down. "My name is Rainbow Dash... and I did this to you..." She laid her head on my chest, and I felt bad for her, but what did she mean? "I was trying to preform a new air trick, but I lost control and crashed into you..." She looked up at me. "That was a week ago, and you lost all memories." She looked away form me. "I'm sorry, but I need to leave Marshall, get better soon ok?" I nodded and smiled, she got up and walked out the door, and I was left alone. I felt sleepy and closed my eyes, falling asleep.

I felt something shift on me, and I opened my eyes, a small unicorn laying on me. Her horn was glowing, and her eyes were closed. My mind felt hazy, and I shook her. "Hey, wake up..." She opened her eyes and smiled at me.

"Don't worry Marshall, I'm not sleeping, I'm checking your memories, you still have them so that's good." She frowned. "But I need something to kick start them..." She was thinking, and I looked out the window, it was late, the moon was still up. "I am Twilight Sparkle by the way, you live with me at the library, and I brought you something that might make you remember everything." I looked over at a chair, and saw a red guitar. I felt a little excitement, but I had no clue why.

"Is, that mine?" She scooted between my legs and I sat up, taking it into my hands. She floated a pick to my hands. "But I don't know how to play the guitar..." She shook her head.

"Just try." I nodded and heard a song start to play. I stared straight ahead, this song, I knew it. My head started bobbing a little to the beat.

"This song, its... its." I looked at the guitar and it felt familiar, really familiar. I looked at Twilight and she was smiling, and gestured her head towards the guitar. I took the pick in my fingers and strummed down, the strings ringing out, and I muted it with my left hand. I felt a feeling run through me as I closed my eyes and started strumming, my left hand moving naturally. I played the song just as what I heard. _This song is called... Hate To Say I Told You So by The Hives! _I opened my eyes and Twilight was moving her head side to side along with me. After the song ended, I looked at her and... _Twilight! _I remembered her! I looked at her and she tilted her head.

I set my guitar down and she frowned, getting a little closer. "Something the matter?" I looked back and grabbed her shoulders, pulling her into a hug. "Huh?"

"Twi!" She gasped and nuzzled me, and she shook a little. I pet her mane, and started tearing up myself. Memories flooding back to me, all my friends... and... Rainbow... _I have to find her. _She broke the hug, and I looked at her. "Do you have any clothes here for me? I need to find Rainbow, she came in earlier, and left upset." She nodded and pointed to a saddlebag.

"I have clothes in there for you, and she should be up at her house, here, let me teach you a spell so you can walk on clouds." I nodded and she hopped down, and I got up, getting in the shower. I got out and got dressed. My red long sleeved shirt and dark navy blue jeans. Twilight cast the spell on me. "That should let you walk on clouds." I nodded.

"You mind if I look through your spell memories?" She took a step back, but shook her head and smiled. My hand glowed its red, and I searched, before quickly finding what I wanted. "Thanks Twi." She raised her eyebrow and I smiled, bending down and hugging her. "I will tell you later, please tell the other girls I'm fine." I grabbed my sword, and hopped onto the window sill, jumping to the ground, using my magic to stop myself, and I took off running towards Ponyville. I was looking for a particular pegasus, and I knew just how to find her. I made my way to Sugarcube Corner, the smell of muffins filling the air. I walked in and there she was, Derpy!

She looked over my way, I think, and she smiled. "Marshall!..." She frowned. "Oh wait, you don't remember me do you?" I smiled and walked up to her.

"I missed you Derpy." She smiled a goofy smile. "I just got back my memory, but I don't have time to talk, I need to know where Rainbow lives." She nodded and put her muffins in her saddlebag, before we walked out into the street. I followed her just outside and she pointed up. There was a huge cloud house.

"She lives there." I pet her head and I smiled.

"Thanks Derpy, I will be sure to have a longer talk with you later." She nodded and flew away to deliver more mail. I looked up, it was a far distance to the nearest cloud, but the spell I found it Twilight's mind would help me. I struggled, my hand glowing a fierce red as my magic was pushed to its limit. I felt a small pain in the back of my shoulders, but I pressed on, not stopping. I soon felt something run over my back and I turned my head smiling. I had two translucent red wings on my back. They were outlined in a dark red and the insides was a very light red, almost see through. I touched one and I recoiled at the feeling, they felt so real. I opened them, my wing span was huge, about as much as Celestias. I flapped once and I shot off the ground. The wind running through my hair felt great, and I flew up to her door way, easing myself down on the cloud. When I felt it stay, I closed my wings and they vanished, I walked towards the door, knocking on it.

"Huh, com... coming..." She sounded sad. She opened the door and I tackled her, hugging her as we fell to the clouds. "Mar... Marshall?!" She looked at me and I nodded.

"Hey Rainbow." I smiled and she teared up a little, and she nuzzled my face. "Twilight helped me get my memory back and she cast a spell that allowed me to walk on the clouds. Then I decided to come see you." She pulled back, looking at me.

"But how did you get up here?" I smiled up and stood up, she got up right behind me. My hand glowed, and she raised her eyebrows.

"I got up here the same as you did." I grinned and she gasped, recoiling back, shaking her head a little.

"No way, you have..." I spread my wings I created, and she blushed, her own wings spreading. "You do! You used magic to create wings! That easily makes you twenty percent cooler." Her cheeks were flushed red. "You have a huge wing span." She was awestruck, as she reached out and touched them. I gasped as a small shock went through my wings and up my spine.

"Ahh, please don't!" She pulled back and giggled.

"Someone has sensitive wings." She smiled and I tucked them back, blushing a bit. "Don't worry, my lips are sealed." She put her hoof to her lips, and moved it across them. "Anyway, how about we do a little flying lesson?" I smiled and nodded, learning to fly would be a good skill to know. "Lets get to the ground, race ya!" She dove off the side and I followed her, I was just a second behind, but my weight allowed me to fall faster. I got up next to her and stuck my tongue out at her, she gasped and she huddled up, making her figure more sleek, cutting through the air better. I followed in suit, falling faster then her. "Huh?!" I was about a hundred feet above the ground before I flipped around, flapping my wings slowing myself down. I landed, and she did the same a moment later. She stared at me, a defeated look on her face. "I... I lost.." I pet her head, trying to comfort her in her 'loss'.

"Well, I weigh more, so I can fall faster. But you still are the best flier in all of Equestira." She smiled and nodded, and I looked over her shoulder, to see Fluttershy flying towards us on the horizon. I folded my wings and Rainbow looked over her shoulder before smiling. Fluttershy was flying fast right at me and I opened my arms, and caught her, falling onto my back.

"Marshall! Twilight told me you were ok! I was so so worried about you, and so was everypony else." I looked past her, and there was all my friends. Twilight, Applejack, Rarity, Pinkie Pie, Vinyl, Octavia, Lyra, and Luna! I held back tears, as all my friends came to see me. Fluttershy got off me and I stood up, they were carrying what looked like a huge picnic.

They all group hugged me, and I blushed, all this attention from my friends made me feel loved and wanted. They stepped back, setting down the things. "Thank all of you, I feel privileged to have such great friends." Twilight came up to me.

"What spell did you want from my memory?" She tilted her head and I grinned.

"I needed a spell to get me to Rainbow Dashes house, and I used this!" I spread my wings, all the mares gasping and Fluttershy and Luna's wings extending. "Like em? Rainbow Dash here was just about to give me some lessons on flying, right RD?" She nodded and smiled. Octavia trotted up and looked at my wings.

"Ooo, they look so real..." She touched them and I gasped, recoiling from her touch.

"Hey, careful now." I closed them and she blushed.

"Sorry, I didn't know I could touch them." I smiled and caressed her cheek with my hand.

"Anyways, lets get started RD." I turned to her, and she smiled, nodding, strapping goggles around her eyes. We got through the basics pretty easily, and we were both soon racing around the sky. My adrenaline was pumping and I saw some trees in a line, and smirked, looking over at RD. "Keep up if you can." She nodded and I dove as quick as I could to the ground and curved through the trees, Rainbow Dash on my tail. I looked back and I left a red streak as I climbed in altitude, and raced around the clouds. Rainbow Dash got up on my left and looked at me.

"You can't out run me Marshall." I smirked, and dove towards the ground, I was a mile or so high, and I went straight down, leaving a red trail behind me. I flapped my wings hard as I rocketed down, the girls all cringing, of my seemingly imminent crash. I smiled and my hand glowed as I turned my wings to flap parallel with the ground, sending me forward, using my magic as a barrier between me and the ground. I was going so fast, I could barley keep my eyes open as I flew a foot or so off the ground. Rainbow Dash did the same on the other side of the field and we flew towards each other, both not moving. At a couple hundred meters from each other we both turned and turned towards the others, flying side by side, going at least a hundred and fifty kilometres per hour. Rainbow slowed down, but I kept on going, my hand glowing as I got closer. I could see them frozen in fear and I pushed with both hands on the ground, thrusting myself up over top of them, flipping through the air, landing to a skidding halt on the other side. I heard hoofs clapping and I tucked my wings back in, I was exhausted from that. Rainbow Dash flew up to me, a stern look on her face. "Marshall! That... Was... AWESOME!" She smiled hugely and started bouncing lightly.

"It most certainly was." I recognized that voice, and I turned around.

"Spitfire?!" She was grinning, in her Wonderbolts uniform, her goggles on her head and her face part pulled down. "What are you doing here?" She walked over and I hugged her, not having seen her in a long time.

"Well, I was just on my way back home from cloud duty, and I noticed you and Rainbow Dash zipping around." She looked behind me a little. "Could you show me your wings?" Her pleading eyes looking to mine, I smiled and nodded spreading them wide as I could. She gasped and walked around me, looking closely at them. She reached with her hoof and lightly touched them, I clenched, and tried not to shiver at it. She looked at me and giggled. "Sensitive wings?" I nodded and she pushed a little harder before pulling back, my spine tingling. She looked at my face and frowned. "Don't have any goggles? Here, take mine." I looked at her, my mouth agape. "Don't worry, I have more back home." I took them off her head, and looked at them. Rainbow Dash gasped and looked on as I took her goggles. I put them on my head, keeping them on my forehead.

"Thanks Spitfire, if you need anything, just tell me." I pet her mane, and she nuzzled my hand, smiling. I turned back to Rainbow and she was smiling. "Thanks Rainbow, you taught me a lot." Spitfire gasped.

"Rainbow Dash here taught you? That explains a lot." She turned to Rainbow, and they hoof bumped. "I expect to see both of you at the Wonderbolts academy tomorrow." I looked at her and raised my eyebrows. She smirked and put her hoof on my chest. "Be there bright and early, got it." I nodded.

"Yes ma'am." She nodded and took off flying, I looked back at Rainbow Dash and she smiled. "Why does she want me to be there?" She shrugged her shoulders.

"I donno, but meet here at seven in the morning, I will take you to the academy." I nodded and looked back at my friends, they all started to head home, as the sun has set. I made a mental note to go see each one tomorrow. I waved good bye and Twilight walked up to me.

"Ready to head home?" I looked at Rainbow, and she looked a little sad, picking at the ground with her hoof.

"You mind if I stay here tonight with you Dash? I am pretty tired right now." She gasped and nodded, I looked at Twilight and she smiled. "I will see you tomorrow Twi, good night." She waved and started walking home, I turned back to Rainbow Dash, and I spread my wings, taking off into the sky, heading towards her home. She followed and I soon landed on her step, and she landed behind me, walking past and opening the door, a blush on her face. I walked in behind her and yawned, closing my eyes. I felt Rainbow take my wrist in her mouth. I opened my eyes and followed her, she lead me to a room, and I noticed it was her bed room. I looked around at all the Wonderbolt posters around, and her uniform hanging in a closet.

"You can sleep here with me, I missed cuddling with you." She blushed and I took off my goggles, and removed my sword, setting them on her dresser. I tried to remove my shirt, but I felt a tugging at my wings. I looked back and they disappeared, and I took my shirt off, Dash frowning. I looked at her and smiled.

"Like my wings?" She pouted and nodded., and I smirked. My hand glowed, and my wings reappeared. I spread them and looked at her. "Better?"

"Better, now lets get to bed, we have a big day tomorrow." I nodded and removed my pants, getting more comfortable. I walked over to her bed, and laid down on it. It had to be the most comfortable bed ever, and Rainbow walked up, climbing in beside me. She laid facing away from me and I cuddled up behind her, draping my wing and arm over her. She sighed and I laid my head down, almost drifting off to sleep as soon as my head hit the pillows.

"Sweet dreams Dashie..." I kissed the back of her neck and she sighed.

After about ten minutes or so, I felt her stir, her hoof moving in front of her. She rolled onto her back and pushed me lightly off. "Sorry Marsh..." She said, not knowing I was still awake. I heard her gasp, and the bed shake a little, soft squishing noises coming from her, and I knew full well what she was doing. "Ooo, yea..." She lightly said into the quiet room, my hand rubbed against her flank and she stopped before I felt her wet hoof on my arm. She brought it onto her thigh. "Mmm.." She pushed my hand towards her cunny, rubbing my fingers over the outside, her wetness coating my fingers. As she pulled my hand back up, I sunk my middle finger into her and she moaned. "Ahh, ho...how?" I opened my eyes and looked down at her, my finger going in and out of her as she looked up at me. A look of pleasure on her face as I slowly fingered her. She reached up and pulled me into a kiss as my finger pumped faster into her. Her tight tunnel gripped my digit, as she moaned into my mouth. She pulled back, laying back as pleasure enveloped her. I rolled over and kissed her chest, moving to her intimate area. I removed my finger and licked her juices off it before grabbing both her teats with my hands and leaning my mouth down to her cunny. Her scent filled my nostrils and I looked at her, my tongue about an inch away, my piercing tickling her clit. She bucked her hips forward and I instantly dove right in. "Ohhh yes, lick me Marshall, ooo it feels so good." She was panting, her nectar flowing, and I quickly lapped it up. I removed my tongue and started suckling on her clit, and that drove her wild. "Ohmygosh-ohmygosh-ohmygosh-ohmygosh." She lifted her hips off the bed and I placed my hands under her, keeping her up so I had better access to her love hole. She shivered and her hoofs went to the back of my head. "Don't stop... almost there!" She moaned. "Ohh I'm cumming!" She yelled out as she squirted into my mouth. She shook as her juiced ran over my tongue, my piercing rubbing over her clit as I drank her juices down. After a couple seconds she stopped and went limp, panting heavily. I cleaned her up and kneeled beside her.

"How was that?" She looked at me in post-orgasmic bliss and smiled. She moved her hoof over to me, about to touch my arm but then she rubbed it against my wing, and I gasped, falling onto my hands, and she kept on going. She soon moved her mouth to it, gently nibbling it. I gasped and felt a tingling sensation run right to my cock, the blood pumping to it. I couldn't hold it any longer as I rolled over, my cock tenting my boxers as she looked on, licking her lips. She lightly brought her hoofs to the sides of my cock, and started to jerk me off. I flicked my tongue out, rubbing my piercing across my lips. She put her hoof to my sides and pulled hard, pulling my boxers down, and instantly diving in. She ran her tongue over my balls, and up one side of my cock, swirling it around the head, before going down the other side. I laid back as she licked my cock all over, putting my hand to her head and pushing it lightly when she reached the tip. Our eyes locked, and she smiled before going down a couple inches, taking it into her muzzle. Her tongue licked it over, and she sucked a little, going down about half way before going back up and repeating. I scratched her ear, and she moaned in her throat a little, it sent vibrations through my cock, my orgasm slowly building. I laid back and let her do her thing, she stopped a bit and I propped myself back up looking at her. She smiled and plunged my whole cock into her mouth, taking the first inch or so into her throat. My mouth hung open as she closed her eyes and I laid back as she deep throated me. My balls churned and she lightly caressed them with her hoof, and my cock twitched. This signal made her double her efforts as she wanted me to cum in her mouth. "Oh yea Dashie, that feels fantastic. I'm going to cum soon, you want me to fill that pretty little muzzle of yours?" She looked at me and nodded pulling back and jerking the lower half off with her hoofs. "I'm going to fill your muzzle with my sweet cum Dashie." She moaned at my dirty talk and I put my hand on her head. My wings spread and she looked at me, blushing and opening her throat as she pushed my cock deep into her mouth quickly. "Ahh, I'm cumming Dash!" I called to her and she pulled back, my hand jerking my cock off fast, her mouth enveloping the head. I felt my cum shoot out and she moaned as it coated her tongue and filled her mouth. She was smiling as she lightly went up and down a little, circling the tip with her tongue. My cum spurting into her muzzle soon ended, and I fell back a bit, my hand letting go of my cock. She pulled back with a slurp and moved to my face, opening her mouth to show me my cum in it, and she swallowed and showed me a clean mouth. I smiled and caressed her cheek. "That was amazing Rainbow..." She put her hoof to my lips and smirked.

"Ohh, that's just the start, now we get to the good part." I felt her cunny rub against my cock, and I looked down as she rode a little higher, my cock going between her cheeks and she pushed down, grunting as my head spread her little tail hole. I brought my hand to her cunny, rubbing it, and pinching her clit with my other hand. She moaned and sat further back, making my cock spread her more, sinking deeper. "Ooo, that feels so good..." She stopped halfway, looking at me. "Fuck me Marshall.." A look of need on her face and I pushed her back, plunging the rest of my cock into her hole. She screamed in pleasure, with a hint of pain mixed in, her hole clenched my cock, and I drew it back, leaving the first inch in before thrusting back in to the hilt. I grunted, she was tight and she hugged me, pulling me closer. I grabbed her hind hoofs, and she let go, I leaned up and fucked her butterfly position. Her legs were spread as much as they could and I thrusted forward, pulling her to me, shaking her frame, making her moan out and thrust her hips to me. I smiled and put my hands to her flanks, grabbing them and fucking her like to tomorrow. "Ohh Marshall! Easy... I don't want to be sore tomorrow..." She said disappointingly, wanting me to fuck her hard, but couldn't. I nodded and took it down a notch, moving one hand to her cunny and I plunged two fingers into her. "Fuck Marshall, don't stop please." She was begging me to fuck her, and that turned me on, I kept on going, my thumb now circling her clit. "I'm going to cum... Cum in me, please..." She looked up at me, her eyes glassy. I nodded and leaned down, putting my lips to hers, my wings extending as I thrusted against her hard, my cum shooting into her tail hole. My fingers pistoning in her quickly as her walls clamped on them and my cock, her juices soaking my fingers. We moaned into each others mouths as we reached a simultaneous release. I fell a little limp, my wings disappearing, I flipped her onto her side, and I laid behind her, my cock still buried inside her. I felt sleepy and I nuzzled her.

"Night..." I whispered and quickly fell asleep, my body going numb. Tomorrow was another day, another adventure.


	15. A Day At The Academy

**Sorry about the late update, this one took a little longer then expected. This has the most clop scenes, it seems that some of the mares are in heat, so Marshall better watch his back :3 The next chapter for Spitfires Lust will be up today as well, stay tuned for next week!**

I opened my eyes, and I was strapped to a bed, darkness surrounding me. I struggled before a voice pierced through the darkness. "It's ok, relax Marshall." I was shocked as I looked to my left, Princess Luna walked into the light, a smile on her face. I was a little worried, she was so calm as she looked down at me. I couldn't find any words to say to her, I was to stunned. She walked up to me, and I looked at myself, I was in my boxers. I looked at her, and she smiled, putting her hoof on my chest. "Don't worry, everything will be fine." She licked her lips, running her hoof down my chest and onto my abs. I gulped, and tried to use my magic but nothing happened, I looked up at my hand and my ring was gone.

"Shit..." I muttered, and she shook her head giggling a little. She bent down and flicked her tongue playfully across my nipple, a tingling sensation running through my body. "Please, ah!" I was tingling like mad, my cock was hard and it felt like it was rubbing against something.

"This is just a dream Marshall, although, I should tie you up and take advantage of you sometime." She giggled and licked my cock, covered by my boxers. It felt so real, and I gasped, looking at her. "I can make things feel real in the dream world." She put her hoof to her dark blue lips and giggled. "I should of told you that earlier huh?" I looked at her, before realizing. _This is my dream, hmm..._ I smirked and she gasped. The restraints disappeared, and I sat up, a huge grin on my face. I imagined her be paralyzed, and sure enough she froze, looking at me. "Huh, wha-" She flickered, struggling, but I focused, keeping her in my mind. "No! Le- Let me go..." She looked at me as I approached her, shaking my head side to side and grinning.

"I don't think so." I reached towards her crotch and she squirmed, I didn't even touch her yet and she was blushing, bucking her hips towards my hand, not quite reaching it. "Mmm, does somepony want a little touchy touchy?" She looked away in embarrassment, her cheeks flustered. I rubbed my hand around her sex, teasing her, making her gasp and try to buck. "Ah ah ahh~ I don't think so." Her sex was dripping, and she looked at me, a desperate look on her face. I bent down, leaning close and I breathed on her cunny. It twitched and she quivered. I stuck my tongue out, and dragged it from the bottom, to the top, flicking her clit a little. I pulled back, wiping my mouth. "You like that?" She nodded and was panting. I smirked and got up, looking her in the eye. "I hope you have clean bed sheets ready." She gasped, a shocked look on her face, shaking her head side to side slowly.

"Yo- you wouldn't..." I put my middle finger to her clit, and looked her deep into her moderate cyan eyes. They had a small look of fear and excitement in them as I leaned closer, our noses touching.

"Try me." I kissed her, rubbing my finger as fast as I could and she moaned into my mouth. Her hips tried to move away, but they weren't going anywhere until she squirted. I pulled back from her lips and she kept her eyes closed, panting.

"No, no, no, no, oh please..." She bit her lip, looking down at her body, her head shaking wildly. "Yo-, you think you are stronger then me here? HA!" She grinned, half caught up in the pleasure, I only smiled leaning closer to her.

"You are in my mind now, and I have the most power here. But, I do have mercy..." I pulled my hand back sightly, letting her relax a little. She shivered, and looked down at her body, before she bit her lip and looked back at me, pleasure washing over her face. She was caught between letting me continue, or not. She gulped.

"Please, don't... stop..." She bucked her hips towards my fingers, getting light stimulation, but she needed more. She lean forward, kissing me and moaning into my mouth. She pulled back, and panted. I put my fingers back to her cunny, rubbing her clit quickly, prompting a moan from Luna. "Yes... yes, yes! Make me wet my bed like a bad little filly!" She moaned, putting her lips to my neck, kissing it all over. I was super turned on as she gave into the pleasure, moaning like it was her first time. I bent down, flicking my tongue over her sex and she squealed, convulsing as I felt something move against my tongue.

I opened my eyes, staring into Rainbows magnificent magenta eyes, they sparkled as she kissed me sensually. Her hoof gently caressing my cheek as she tilted her head and closed her eyes. "Mmm..." She moaned as her tongue licked against my lips, seeking entrance. I opened my mouth as I rolled over, getting on top of her as we made out. I felt my morning wood, poke her stomach, and she giggled, breaking the kiss. "That tongue piercing of yours sure makes kissing you about twenty percent cooler." She smirked, leaning towards my ear, whispering. "Not that you need it." She lightly bit my ear lobe, and I smiled, wrapping my arms underneath her. She let go and nuzzled into my neck, smiling. "Mmm, I love cuddling with you, the way your arms wrap around me feels so good." I flipped onto my back, pulling her onto me, and she sighed, laying her head on my chest. I took a deep breath, Rainbow following in suit. She flicked her tail, and stopped, popping her head up. "Huh?" She moved her rump, and smiled. "Ooo, someone had a nice dream huh?" She laid her head back on my chest, nuzzling it with her cheek.

I rubbed my hands over her back, her coat was super fine and smooth, meant for slicing through the air. I felt her smile as my fingers ran over her back, and I almost reached her wings. "Here, lay on the bed." She lifted her head, looking at me, her eyebrow raised. I kissed her nose. "Just do it, trust me, you will love it." I smiled and rolled off me, laying on her stomach, she looked over her shoulder as I straddled her slender hips. I ran my hands up her back to the base of her wings and she gasped. "This will loosen up your wings alright?" She nodded and put a pillow under her head, laying down on it. I went to her left wing first, wrapping my hands around the base. I worked my hands gently at first, letting her get used to my touch before I really worked my fingers into her. She gasped and squirmed under me, my fingers relaxing her wings muscles which were really tense. "Geez, you need to stretch more before you take off flying alright? Your wings are very tense."

"Mmm hmm..." She was really enjoying it as I ran my fingers through her feathers, and up to the tips. I looked over at her other wing and it was extended, I smirked and moved my right hand to it, massaging both of them at the same time. "Ahh yes!" She gasped and moved her lower body, my guess was that touching her wings really turned her on. I let go and then stayed extended, and I chuckled, moving backwards. Her tail was to the side, her sex on display, a light dampness on it. I smiled, bringing my head towards it, breathing on it. She turned her head, looking back just in time to see me staring back into her eyes, licking up her sex. She moaned and flipped over onto her back, her wings jutting out the side. She smirked and put her hoof on the back of my head, pulling it towards her quivering cunny. I brought my hands to her thighs, stopping just an inch from her snatch. "Come on... please don't tease me Marsh.." I looked at her smiling, the tip of my tongue tickling against her lips. I then dove in, sinking my tongue deep inside her lips and she groaned, rubbing her hoof over the back of my head. "Ohh yea, you are soo good at this." She leaned her head back, her hoof resting on my head as I ate her out. I flicked my piercing against her clit, prompting a moan and a twitch from her mouth and cunny.

I pulled my head up a little, flicking the tip of my tongue against her clit as fast as I could before suckling on it. After about twenty seconds or so, I pulled back and looked up at her, her face full of bliss. "You like how my tongue feels against your cunny Dashie?" She giggled, and I flicked my piercing against her clit and she smiled, her white teeth showing. I brought my hands to her teats, rubbing them in circles, pinching her nipples with my fingers. I looked over at the clock, we were due at the academy in about an hour. I sighed and licked to her tail hole up to her clit before lifting my head. "Time to get ready RD, you think you could get me clean clothes while I shower?" She sighed herself and nodded, rolling off the bed to her hoofs.

"I will be there and back in ten seconds flat Marsh, just get your butt in the shower." She lightly smacked my butt with her tail and left. I chuckled and found her bathroom, just off her room and striped, turning the water on hot. I opened the glass door, shutting it behind me, the water washing over me. I heard a knocking at the door, and it opened, hoof steps coming in. I heard a soft noise of something being set down on the counter. "Told ya so Marsh." She was already back, and she closed to the door, I could see her shadow through the glass. She looked at the floor. "Um, you think I could join you? It would be much easier if you washed me, ya know, so you can get my back better." I chuckled and opened the door, holding my hand out to her. She looked at my hand, then to my body and blushed before she stepped in. "Ooo, you like your showers hot too huh?" She lifted her face towards the stream, letting the water run over her face, her mane becoming soaked. She looked real stunning with her mane being wet, it ran down her neck and her hair covered her right eye. "Mmm, could yo- like what you see?" She turned and smiled, looking at me. I blushed and looked away, reaching for the shampoo and squirting some onto her mane and working it in. She smiled and closed her eyes, loving the feeling of my fingers running through her mane.

"Looks like somepony likes my fingers in her mane hmm?" She nodded and I ran my right hand over her chest, and then over her whole body, soaping her up. She washed herself off as I soaped myself up, lathering my hair and my body. She looked back a little as I washed my cock, I saw her cheeks flush red. I leaned down at her and she jumped a little as her she looked into my eyes, and then looked forward. We got washed off, and we stepped out of the shower, I wrapped a towel around me. I grabbed another towel and started to dry off Dash. "I like your mane when it's wet." She looked at me, her eye still covered and I put the towel to her head, drying her hair for her. When I pulled back, her hair was a little frizzy, and I chuckled before she shook herself out, her hair going back to normal. She flipped her head a little, her hair flying wild before she took her normal stance, grinning. "Hmm, nice." I got dressed, and strapped my sword to my back. I picked up the goggles Spitfire gave me and put them on my forehead. Rainbow Dash got her suit on as she was already a Wonderbolt trainee.

We made our way to her door, walking outside, looking over the clouds towards the ground. "Shouldn't you have your wings Marsh?" She opened hers, and I nodded, my hand glowing and soon after my wings appeared. I opened them, stretching them in the morning sun, I yawned and leaned off the side. I pulled the goggles over my eyes, the wind no longer making it hard to see as I fell towards the ground. Rainbow flew up beside me, her wings against her sides. As we were about a hundred feet, she pulled up, but I kept in my dive as I neared the ground. At around the twenty foot mark, I pulled up, the grass a couple feet from me as I flew forward quickly, and me and Dash flew out away from Ponyville. We flew side by side, she turned her head and looked at me. "Just follow me alright?" I nodded and we headed towards a mountain, the top covered in the clouds. We flew through the clouds, and I saw the academy, there was a bunch of ponies on the runway looking towards another. I landed away from the others and let my wings disappear. Rainbow landed beside me and we walked towards the line.

"You think you wusses got what it takes?" Spitfire was going drill Sargent on them. She looked over and saw me, smirking. "Well hello hello, this my cadets, is Rainbow Dash, she will be one of your supervisors." Rainbow walked up and stood next to Spitfire as I crossed my arms, only one of the ponies raise looked at me and her hoof. "Ugg, what now Lightning Dust?" Dust looked over at me, a smug look on her face.

"What is he doing here?" She pointed at me and I narrowed my eyes, her smug tone did not cross over me well. Spitfire smile and pointed to me.

"I brought him here for a little test for you." Dust raised her eyebrow. "Race him around the track, first to do one lap, wins. Loser, is doing clean up for a week." Dust snickered and walked over to me.

"Piece of cake." She poked me with her hoof, and walked to the starting line. Spitfire walked up to me, tapping on my arm for me to bend down.

"Tease her a little, then beat her." I smiled and nodded before walking over to the starting line. Dust was stretching herself out, her wings doing some practice flaps. I looked over at her as I removed my sword. I grabbed the bottom of my shirt and pulled it off me, then I threw it to the ground. I heard a couple whispers, and a whistle. "Straighten up Cloudchaser!" Dust looked at my muscles, before shaking her head and looking up at my face.

"Those won't help ya you know." She got down and scratched the ground with her hoof. I cracked my neck, then my back and rolled my arms around.

"I won't need any help to beat you miss ego." She snorted and looked at me, taking an aggressive stance, her wings spread.

"I have wings! I will easily beat you in this race slowpoke." I chuckled and bent down, ready to start. She also got down, her hoof scratching the ground hard. The countdown went from five, four, three, two... I focused my magic, my wings appearing and opening, ready to go. Gasps rang through the air as the counter his zero and we took off. She looked over at me and her eyes went wide as she saw my wings flapping strongly behind me. I glanced over and put two fingers to my forehead, giving a little salute as I flapped hard and took off in front of her. "Aww hell no!" I heard lightly as we zipped around the track, nearing the end. She bit my ankle and I turned, my wing striking the ground as I flipped from the bite. She stuck her tongue out at me as I flew upside down, backwards. I was mad, she was trying to cheat. I flipped around and got low to the ground. I looked over at her and she was coming right for me, I smirked and my hand glowed as a small flash of light emitted from me and I teleported two feet to the left. She gasped before smashing to the ground, a loud thud filling my ears as my heart sank. I flipped around, skidding my feet to a stop, right before the finish line. Dust came bouncing towards me, and she knocked me off my feet as she hit me. I wrapped my arms around her and landed on my back, skidding to a halt after about two meters. I opened my eyes, and looked down, hoping she was alright. She was unconscious, battered and bruised, but still breathing. Spitfire ran up, a frown on her face.

"Lightning Dust! What do you thi-" I looked at her, a look of concern on my face as I cradled the injured pegasus in my arms.

"I think shes had enough Spitfire." I looked back down at her, and she opened her eyes, groaning as she tried to move. "Hey, take it easy Dust." She looked at me, her usual angry expression turned into a saddened one. She looked away, trying again to move, but she couldn't. Her cheeks were red from embarrassment, and I stood up, looking around before finding the building labelled bunks. "Come on, lets get you out of here." I saw Rainbow had my sword and shirt in her mouth and followed me towards the bunk house, the other pegasi standing there, not knowing what to say. Rainbow opened the door for me, as I walked inside, the bunks all empty, the ponies name on their bunk. I walked through them all before coming to Lighting's one. I laid her down, and looked over her. She didn't look to bad, but I assume her pride was most hurt. "Hey, are you alright?" She looked at me, her brilliant gamboge eyes looking into mine. I could tell the was hurting on the inside, as she looked at Rainbow and her ears splayed on her head. I turned to Rainbow. "Could you give us a minute?" She nodded and trotted out, leaving behind my things. I dissipated my wings, and put my shirt back on as she looked at me, not saying a word. After I was done, she opened her mouth to speak, but no words came out, she looked remorseful. I reached towards her mane, stopping and looking at her for approval. She nodded and I ran my fingers in her mane. She moved to the side a little away from me and motioned for me to get in next to her. I did just that, and she immediately snuggled into my side, laying her head on my chest.

"I...I'm sorry mister..." I looked down at her, she was looking up at me. "I let my ego get to me." She looked down. "I don't deserve to be a Wonderbolt." I frowned and put my finger under her chin, bringing her face up to me.

"Don't say that, you are a great flier. All you need to do is get rid of that ego." She smiled and looked at me, hugging my chest a little. I chuckled and pet her mane, before she let go and I sat up, sighing. "You take it easy alright?" I picked my sword up and strapped it to me, before looking down at her. She nodded and laid back, closing her eyes and I got up and left. I opened the door to the outside, when I heard a noise.

"Psst!" I looked to my left, and walked towards the sound, turning the corner and got thrown to the ground. All I saw was a purplish blur as I kicked it off me, flipping to my feet and drawing my sword, my wings appearing, and I flew up, dodging another tackle. I tried to find my assailant as I was knocked out of the sky to the ground, hitting my head a little. "Geez, what a little fighter." I heard a female voice say, and it giggled, dragging me around the corner. I felt what appeared to be bushes I was being dragged into, before she stopped pulling me. I opened my eyes and saw the pegasus Spitfire called Cloudchaser. Her pale persian blue coat matched her pale cerulean mane with white highlights. Her hair was very unique, and her cutie mark was a shooting star. Her violet eyes looked at me with wonder, and lust? I gulped as I sniffed the air, a mares scent filling my lungs as I looked at her. Her hoofs were over my crotch, feeling my cock beneath. I was about to push her off me when she put her hoofs on my wrists, holding me down, rubbing her teats over my half hard cock. "Don't fight it, just go with it alright?" She leaned down and kissed me, her tongue entering my mouth as I stared at her closed eyes. Here I was, being raped by some horny pegasus, but I had and idea that might get me out of this. She rubbed her tongue against mine and stopped, looking into my eyes. She moved her tongue a little against my piercing and her eyes went wide as she pulled back, looking in my mouth at it. "Sweet Celestia! You have a tongue piercing! I wonder what that feels like... down there..." This only made her hotter, her cheeks were red as she rocked her body harder against me. I used my magic and flipped her onto her back, pinning her down. She gasped, her hips still bucking, her sex, needing stimulation. I stood up and picked my sword up, returning it to its sheath, as I walked away. _Just walk away Marsh, have some self restraint. _After I walked near the main hall, I let my magic go, and continued on walking. I opened the door, and closed it behind me when I heard a tapping. I turned around and saw Spitfire standing there, a frown on her face as she looked at me.

"My, office, now..." She glared at me, and I gulped as I walked towards the door with her name on it, and opened it, walking into the darker room, the only light coming from the lamp on her desk. She shut the door, a light metallic clicking noise pierced my ears as she walked up behind me. "Remove the sword." I did as I was told and removed it, placing it on a counter. She put her hoof on my back and shoved me forward, I stumbled forward and landed on her desk, flipping around before she shoved her lips to mine. I was caught off guard, but this was better then some random pony I didn't know. I pushed her back, a sort of familiar scent filling my nose as I looked at her. She blushed. "Sorry, I'm in heat right now, and I want you to help me..." She put her hoofs on my hips, gritting her teeth as she tried to get them off. "Ugg, these dumb clothes." She looked back at me, splaying her ears to her head making her look as cute as possible so I couldn't resist. I smirked and undid my belt and she smiled, licking her lips in anticipation. I undid my button and she unzipped my pants as I removed my shirt. As she put her hoofs to my thighs, pulling my pants down, my half hard cock sprung out and I was tackled from the side. "Cloudchaser!" Spitfire said angrily as my cock was engulfed by Cloudchasers mouth. I looked down at her and she moaned, my cock getting harder in her mouth.

I put my hand to the back of her head, tempting to pull her off, but she pulled back, licking around the head quickly. This made me push her down and she smiled. I laid back, and motioned for Spitfire to come to me, she was already undressed as she walked over to me, knowing what to do. She stood over me and squatted down, lowering her love hole to my lips, my tongue entering it. She moaned and laid down, letting me work her as she laid there, enjoying the pleasure. I felt Cloudchaser let my cock out of her mouth. She straddled me, leaning back a bit and I felt her nether lips rub against my cock head, before she moved down a bit. Her tail hole kissing my cock head as she slowly sunk onto it. "Uhh yea!" She bucked her hips down, my cock about half way inside her. I moaned into Spitfires cunny as I tongue fucked her. She shivered and her nectar leaked into my mouth, I licked it all up and pulled back, sinking my index finger into her lubing it up before I removed it. I replaced my mouth and I moved my finger to her tail hole, pushing it inside, her passageway clenching it. She moaned out, as I licked her and finger fucked her tail hole at the same time. Cloudchasers tight hole spasmed around me, and I thrusted up as she came down, going balls deep inside her. "You are soooo big!" She squealed as she ground her hips to me, feeling me spread her. I felt her walls twitch against me, and so did Spitfires. I knew they were going to cum soon, as was I. My cock twitched inside Cloudchaser, ready to unleash my seed inside her ass. I pulled back, my hand pumping into Spitfires ass quickly, looking over at the two mares sharing me. Spitfire leaned down and licked at Cloudchasers pussy, and she cried out. My cock twitched and pleasure filled me as the super hot scene in front of me went on. She lapped at it and I felt her hole clench around my cock as she plunged down for the last time. She cried out, and I groaned as her walls clenched and my balls boiled, ready to shoot my cum. I saw her juices squirt out of her cunny, over Spitfires face as she put her whole mouth over it, drinking her juices down. I went back to Spitfires cunny just in time to get my own mouth full of her juices and I shot my load inside Cloudchasers passageway. We all basked in the pleasure, cumming inside of the other. Spitfire went limp against me, I looked past and saw her tongue licking Cloudchasers pussy still, and she leaned forward, bucking her hips towards her mouth. Spitfire got up, wiping her mouth with her hoof and Cloudchaser, laid down on me, nuzzling her cheek into my chest. "You are such a good fuck..." She sighed and got off me, turning around. Her and Spitfire both got next to my cock, and cleaned it off together, their tongues sometimes touching. After they licked my cock clean they went to the head and tangled their tongues together, rubbing my cock head. I felt another orgasm approach, and I groaned as they sped up their movements. My cock twitched and I shot another load onto their tongues, they giggled and shared my load, licking all around. They stopped and I tried to regain my breath, and my composure. I got up and looked at the two mares as they laid down, taking a breather.

I got dressed and looked back at the girls, Cloudchaser was passed out, sleeping with a smile on her face and Spitfire was getting dressed herself. She looked at me and frowned. "This is out little secret, right?" I nodded and she smiled, before we walked out of her office and closed the door. We headed out to main field, and Rainbow Dash was watching the newbies.

"Come Flitter! Move it!" The pegausi were doing laps around the field, and Rainbow looked at us walking up. "Hey Marshall!" She looked at Spitfire and saluted. "Hi Ma'am! The trainees are doing quite well, although some will have to pick up the pace a little." Spitfire nodded and looked at the ponies, studying them as they flew.

"Hmm, not bad." All the trainees landed and panted, they were all exhausted. Spitfire blew her whistle and the cadets straightened up. "Alright everypony, time to do the obstacle course." I heard a couple of whispers behind me, a couple giggled and I turned around. The girls were smiling, and I gulped. "Alright Marsh, time to put you to the test, you are going to fly the obstacle course, Rainbow will be lead pony, and you will be wing pony." She scratched her head. "I mean umm, wing man? Sure why not." She shrugged and I nodded, as I used my magic to make my wings again. I stretched them out, my wings at full width. Ooos and ahhs coming from the line of ponies. One of the mares wings extended, and Spitfire narrowed her eyes at her as she started at me. "Keep in line Flitter!" She jumped a little and stood straight, her wings shooting back to her body. I got in line next to the one named Flitter and she looked at me, her wings twitching a little. I leaned down to Rainbow.

"RD, you had better know what you are doing." She smiled and and nodded her head, lowering her goggles over her eyes.

"Just follow my lead and you will be fine alright?" I nodded and lowered my own goggles, getting ready for the course. Spitfire made us line up in our pairs, and she blew her whistle, the first pair took off. She continued going through them all, until she reached us. She nodded towards us and blew her whistle and off we went, soaring through the air as I followed Rainbow. She was quick and I had to give it my all just to keep up with her. She glanced back and smirked. "Come on, you have to keep up Marsh." I nodded and pushed harder, going past my limit. I felt my wings strain, as we went through the rings, weaving around the obstacles and we approached the closet team. We flew behind them for a bit, letting them take majority of the drag, until we were so close that we had to go around them. We shot past them, going into what looked like a storm cloud. I noticed a couple of teams right out of it, looking at the darkness, with one pony being pulled from inside. I looked at Rainbow and she nodded as we sped towards it. I closed my eyes and we entered, darkness surrounding us. I opened them, barley making out Rainbow in the darkness. After a couple of seconds, a bright white light almost blinded me for a couple of seconds, until my eyes adjusted to the light. I saw another team, nearing the finish line and I pulled my wings in, going into a dive, Rainbow following in suit. We were side by side as we shot towards the end, the pair looked back and got out of the way as we rocketed past them. We neared the ground and Rainbow pulled up, and I followed, but I wasn't as strong winged as her and was going to crash. I gulped, going faster then ever as I was about to hit the pavement. Time slowed as my hand glowed its red, a small barrier coming between me and the ground. It impacted and dented the pavement and flipped me in the air, I spun around, my barrier broken as I went head over heels down the runway, about to hit it again. I flipped around and flapped my wings to slow me down, my feet hitting the ground and I locked my legs up, skidding to a halt on the ground, my wings creating a dust storm from the force. I looked around, Spitfire checking her stopwatch.

"That's an academy record!" She lifted her glasses as Rainbow landed next to me, and we hoof/fist bumped. "Impressive work Marshall, you managed to keep up with Rainbow and save yourself from a crash, nice job." I blushed at the praise form Spitfire and she giggled. I then noticed how hot it was out here, when you are flying, the wind cools you down, but right after you sweat like a pig. I wiped my forehead, clearing the sweat from it and putting my goggles up on it. I sighed and looked as the rest of the ponies finally came to the finish. Pair by pair, they came down and some fell to the ground, exhausted. Once they were all down, Spitfire blew her whistle. "Alright cadets, that's enough for today, hit the showers." They all saluted before heading off. I felt a tap on my arm and looked over at Spitfire. "So, what do you plan on doing now?" I smiled and put my hand on her shoulder.

"To be honest? I think I'm going to head to Ponyville. I'll see ya around Spitfire!" I walked over to Rainbow, leaning down to her. "Later Dashie." I got up and spread my wings, taking off, putting my goggles on and flying towards Ponyville. Both the girls waved and I waved back, diving through the sky. I landed not to far from the edge of Ponyville, not wanting to scary anypony with my wings, the dissipated and I walked in, looking around for anypony I knew. And sure enough I was tackled by a familiar grey coated mare.

"Marshall! It's been to long!" The mare nuzzled me, and looked into my eyes, her grey mulberry eyes sparkling as she looked at me.

"Tavi! Good to see you again, how are you doing?" She got off me and her face was beaming.

"I'm doing great, I guess." She frowned. "I missed seeing you, what have you been up to lately?" I chuckled and pet her mane, she closed her eyes and smiled.

"A heck of a lot, here, I will tell you when we get back the the library, I am feeling a little musical today." She smiled and nodded, walking next to me as my hand draped over her back as we headed to the library. I opened the door, a saw a note on the table, no pony seemed to be home. I picked up the note and read it aloud.

"_Dear Marshall_

_Me and Spike are going to be in Canterlot until tomorrow on official business, try and keep the place clean alright? Twilight Sparkle._

I chuckled and looked at Tavi, she was blushing a bit, wanting to ask me something, but couldn't bring herself to. I didn't ask about it as we walked towards my room. She jumped on my bed, and laid down. _Damn they are so cute when they lay like that. _I laid on my bed and told her what I was doing today, leaving out 'personal' details though. She was impressed at what I did, and her eyes glittered. "Flying must feel so cool..." She trailed off and I smirked, looking over to my bass, strapping it on, and plugging it into my amp. I turned it on and moved to my ipod, scrolling through my music. As soon as I saw the title of one song, I smiled and clicked it. _Times Like These by Foo Fighters. _The song started and I play along, singing as I did.

"I, I'm a one way motor way. I'm the one that drives away and follows you back home." Tavi blushed at my singing voice. The song quickly ended, with me standing up rocking out like nopony was watching. The next song rolled on. _Take Back the Fear by Hail the Villain. _I continued on, the room sightly shacking as the bass speaker pounded out. I looked over at Tavi as I sang the chorus. "Someone who take it away! Take it away!" Her eyes were a little wide as she looked at me, a smile on her face as I turned the song off, taking my bass off me placing it on the stand, turning off my amp. "Sorry, got a little carried away." I blushed and scratched the back of my head, and she giggled.

"No worries, you are actuality kind of cute when you get lost in the music Marsh." I blushed harder and looked out the window, darkness took over the town, only a couple of lights on in ponies houses. "Well, I best head home now." I heard the sadness in her voice, and I put my hand on her shoulder. She looked at me, her eyes a little sad.

"Stay with me tonight?" I half smiled, tilting my head to the side. She smiled and nodded, jumping up and hugging me, nuzzling my cheek before getting down and looking at me.

"Thanks Marshall." She was smiling hugely taking her neck tie off and laying it on the night stand. I chuckled, removing my clothes, and got under the blanket. Octavia laid next to me, snuggling into me, my arm running down her back. She sighed as I massaged her back a little. She massaged her hoof over my chest, and it felt pretty good. I closed my eyes and felt the room spin as I fell into a deep slumber.

I felt the sun on my body, something draping over my chest, right below my ribcage. I opened my eyes and looked down at the sleeping mare snuggling into me. Taiv stired a little, rubbing her cheek against me, opening her eyes a little and looking up at me, a smile coming over her face. "Mmm, morning Marsh." She closed her eyes again, and sighed. I rubbed her back with my right hand, bringing it up to her mane, running my fingers in it. Her hair was really silky and felt good against me. I leaned over to my alarm, putting some music on. The song title came up on my ipod. _The World I Know by Collective Soul. _I smiled as the song came on, lightly playing as we laid in bed, enjoying the others closeness. She shifted, rubbing her cheek a little against me, her hoof rubbing my stomach. My stomach growled and I looked down at Tavi and she giggled. "Hungry Marsh?"I nodded and felt her stomach growl as well.

"Hehe, I will make some breakfast for us, you like pancakes?" Her eyes light up and she nodded excitedly. I smiled and got out of bed, stretching heading towards the door and out into the main floor. I walked to the kitchen, and started getting the ingredients. I started humming, turning the stove on, and putting the pan on it. I poured the batter onto the pan, making a couple pairs of pancakes. I cooked them till they were crispy brown, putting onto plates and pouring maple syrup on them then I brought the plates to the table. I heard hoof steps coming up behind me, and I turned to see Tavi coming up behind me, a sleepy smile on her face. "About time you got out of bed sleepy head." She looked at the table and sniffed the air.

"Mmm, well I had to, the smell was delicious." I smiled and picked up a couple pillows for us to sit on, and brought them over to the table, placing it right in front of our plates, side by side. She sat down and looked at the plate, licking her lips and I cut her a piece off, offering it to her. She blushed and took it into her mouth. "Mmm." She chewed, her eyes closed, and a smile on her face. I chuckled as I cut myself a bite, and it tasted fantastic. The process repeated until we were done, and I brought the plates to the sink, washing them. I heard her come up behind me, and she jumped up, her hoofs wrapping around my mid section. I looked at her and she was smiling. "Thanks Marshall, those were the best pancakes I had ever had." I turned around and bent down, hugging her.

"Thanks Tavi, I'm glad you like it." She put her head over my shoulder and hugged me tight, soon pulling back and looking at me. She leaned forward and kissed me on the lips, putting her hoof to the back of my head. I brought my hands to her cheeks, holding them lightly as my tongue licked against her lips, she giggled and opened up. Our tongues intertwined and she pushed me back to the floor, laying on top of me. She tilted her head and got right into it, her tongue licking against my barbell. After a minute or so, she kissed me and pulled her lips back, wiping her mouth with her hoof. She was blushing a little as she laid on top of me.

"Man..." She panted a little as she looked at me. I smiled and she got off me, her hair a little messy. I chuckled and she raised her eyebrow as I pointed to her hair, and she blushed. I walked to the bathroom, getting a brush, and walked back to the main room.

"Want me to brush your mane?" She looked at the brush, then to me and nodded. She sat down and I got to work, brushing her mane for her. She had her eyes closed and she hummed a little as I ran the brush through her mane. It wasn't to hard to do, there were no tangles in her hair, so all I had to do was smooth it out. It didn't take to long before I was done and she smiled.

"Thanks Marsh, but I really must be going now, I have a recital today, I will catch you later ok?" I nodded and she hugged me, leaving and waving goodbye. As she closed the door, I sighed, being alone for once. I decided to get in the shower, getting cleaned up. I put on some clean clothes, strapping my sword to my back, putting my goggles on my forehead and I headed out the door. I walked into the mid morning sunlight, and I inhaled deeply, the smell of outside filling my lungs. I heard what sounded like a small engine motor coming around the corner. I peeked around and saw Scootaloo on a blue scooter, her little wings flapping hard, propelling her forward at a quick pace. She saw me and her eyes lit up as she came towards me, turning hard, skidding to a halt right in front of me.

"Hiya Marsh! Haven't seen you in a while! What are you up to." She leaned on her scooter, and I wondered if I should show her.

"Follow me and I will show ya." She nodded and I walked, she scooted, to an open field. Once there, I looked at her. "Now, this might be a little startling." She raised her eyebrow and I chuckled. My hand glowed red and she gasped.

"You can use magic!?" I heard a voice crack behind me and I turned around. I saw Sweetie Belle and Apple Bloom come walking up behind me. Sweetie Belle came up to me, her eyes wide as she looked at my hand. "How?!" Her voice cracked a little from excitement and I showed them my ring.

"But that's not all." The three fillies lined up, head to head, looking at me expectantly. I chuckled and focused my magic, my wings appearing but I kept them folded. "There." They looked around, not seeing what they were meant to see. "Look here." They looked at me and I opened my wings, the three fillies all gasping, their jaws dropping. "Nice huh?" Scootaloo's wings flapped a little as she got super excited.

"You can fly too?! You gotta teach me something please?" Her puppy dog face was too much, there was no way I could say no to her.

"But Scootaloo, we gots important Cutie Mark Crusader stuff to do!" Apple Bloom looked at her and Scootaloo sighed.

"Yea, you're right..." She looked at me and grinned. "You gotta teach me some time though." I nodded and waved goodbye to the three fillies as they headed off to do whatever they had planned today. I smiled and flapped my wings, deciding to go see what Fluttershy was up to. I put my goggles down and headed in the direction of her house, and I almost reached it when I heard a scream.

"Fluttershy!" I dove down and drew my sword, swooping down through the trees along the path to her house. I flew as fast as I could, my blood pumping as I neared it. I skidded to a halt and looked around, hearing something coming from the forest, I turned and took up a stance. A yellow blur came out and knocked into me, sending us flying back until I flipped around and stopped, looking down at Fluttershy, shaking into me. She clung to me in a death grip and I saw she was cut up a little, and I looked towards the woods, green and yellow eyes looking out at me. About a dozen timberwolfs came out, snarling and dripping something. I gritted my teeth, turning to one side as they took up an offensive position. I looked down at Fluttershy, her grip never softening as she cried out of fear into me. I turned back as they attacked, but they stood no chance against me, as I bent my knees, swinging my sword, each one smashing as it impacted them. They came from a bunch of sides, trying to gain an edge on me, but I took them out easily. One got up behind me, swinging its paw at me but I jumped, my wings flapping as time slowed and I back flipped over it, my sword coming down on it and it smashed to bits. I landed and jumped away, close to her house, panting as I looked around, nothing moving so I looked down at Futtershy. She looked out a little, seeing that they all were gone and she smiled a little, looking back at me.

"Marsh... Thank... you." She looked at my arm and gasped loudly, and I looked at it. I had a deep gash in my forearm, blood was running down my arm onto my sword handle, and I clenched my teeth and sheathed it. She let go and ran inside her house quickly, and I gripped the back of my arm with my other hand.

"Dammit!" I grunted, the pain almost unbearable as I fell to my knees, blood seeping out of it. Fluttershy came back out, a red first aid kit her her mouth and she put it down, opening it and searching through it with her nose. Angle, her bunny came out with a small bucket of water, and a cloth. She picked it up and drained it over my arm, washing the blood away. She put the bucket down and I picked up the cloth, washing the cut a little despite the pain. She picked up disinfectant and poured it a little on it. The searing pain made my eyes tear up, and I shivered a little, wanting to pull back.

"It's ok Marsh, don't worry, everything will be fine." She said in a soothing, caring voice that calmed me down, as she wrapped my arm up tightly. "There, all better." She kissed my forearm and it tingled a little. I smiled and wrapped my good arm around her.

"Thanks Flutter." She looked at me sternly, getting closer to me.

"No, thank you Marshall, those mean ol timberwolfs could of really hurt me, you saved my life." She pushed me back and came up closer to my face. "Your my hero." She came closer, her lips an inch from mine, and I looked into her cyan eyes. She blushed and licked her lips. "Follow me..." She got off me and I raised my eyebrow but did as I was told, following her inside. We went up the stairs and I felt tired, I had lost a lot of blood and felt weak. The room started to wobble a little and I fell to my knees, she gasped. "Here, get into bed, you did lose a lot of blood." She put her hoof under my arm, helping me get into her bed to rest. She undid my sword and laid it on the ground, as I flipped onto my back, laying on her comfy bed.

"Thanks... Fluttershy..." I was exhausted the room spinning as Fluttershy caressed my face with her hoof.

"Shh shh, it's ok, it's ok." Her soothing voice made me smiled and I quickly fell asleep.

I felt something move on me, and I assumed it was Fluttershy. I peeked my eyes open a little bit and saw it was dark, I closed my eyes and shifted a little. I felt her hoof on my stomach, keeping me still and I felt something move near my crotch. It felt warm, wet and good. I moved my hand down and felt her head, she was moving up and down and I groaned as I knew what she was doing. She was sucking my cock as I slept. She pulled back and licked the head. "Mmm, a big hero like you deserves a little reward." She whispered, talking to herself as she licked up my shaft, and brought it in her mouth again. I felt my cock twitch as she deep throated me, taking my cock to the roots, her tongue rubbing against me. I felt my balls churn and my cock gave a powerful twitch as I was about to shoot my load. She opened her throat and quickly went to town on it, making me groan as I felt my seed shoot up my cock and into her mouth. Once she felt the first blast, she held about half my cock in her mouth, her tongue swirling around it as she tasted my seed, moaning as she did so. She gulped it down greedily, taking all I had into her mouth. Once I shot my last rope into her mouth she sucked super hard before letting it out of my mouth, pulling my boxers back up. I took a deep breath, the scent of a mare in heat filling my nostrils and I gulped a little. _A whole town full of mares in heat can't be good at all. _My mind kept on running over these thoughts as I wondered how to lay low for a while before I fell asleep.


	16. Mares In Heat

**Hello again! Another part?! Uploaded on an actual saturday?! I had an extra day off this week and managed to finish it tonight!, and over 10,000 words this time so its a longer one like usual. Spitfires Lust will also have a longer chapter as people seem to take a liking to it, but you are here for this story. If you have any suggestions/questions, feel free to ask! See you next week for this story, and tomorrow for Spitfires Lust!**

I opened my eyes, the room still a little dark, something draping over my chest and snuggling up to me. I gulped, memories from last night flooding back into my mind, I had to get out of here and lay low for a little bit. I gently lifted her hoof off me, and slid out of the bed. I got dressed, strapping my sword to my back and tip toeing out of the room. I reached the door, my hand turning the knob. "Morning Marshall." Her soft voice spreading dread in me for once, I gulped and turned around, she was sitting up, a sleepy smile on her face as she looked at me. She noticed my worried expression, and she inhaled and blushed, staring at me blankly. "Ohh..." I nodded, we both understood what the other was meaning.

"Umm yea, I think I need to..." We heard a knock at Fluttershy's door, a voice calling out.

"Goood morning Fluttershy! Is Marshall here? He wasn't home and somepony said he went towards her last." Her sing songy voice My eyes went wide. _Pinkie Pie..._ I looked at Fluttershy, she was out of bed, standing next to me.

"It's heat season for mares right?" She blushed and nodded, looking towards the window, sighing as she made up her mind.

"Go, I will stall her for as long as I can..." She looked at me, and I smiled, she managed to overcome her desire to mate and helped me out. I leaned down and hugged her, giving her a little peck on the lips.

"Thanks Fluttershy, I owe you one." I went to the window, my hand glowing and my wings appearing as I sat on the window sill. I felt Fluttershy put her hoof on my shoulder, I turned and looked at her. She was looking at me, smiling a little, she leaned towards my ear.

"Yea, you do." She nipped my ear, pulling back and kissing me on the cheek. I blushed and hugged her a little with my arm, a small pain shooting up it, but I kept my smile up as she left, heading down stairs. I grabbed the back of my arm, clenching my teeth and I jumped out, flying away as fast as possible. _Now where do I go? The Princesses would dominate me easily, I can't out run Rainbow, Rarity and her begging looks, and Twilight is in Canterlot. I know! Applejack! _I looked around, and saw I was above her farm, I saw her out walking alone in the apple orchard. _Where is Big Mac? _I shook my head and I swooped down, diving towards the ground as it came closer and closer. I brought my wings around, flapping towards the ground as I slowed down, touching down and running towards Applejack.

"Applejack you hafta help me." She was a little startled, and she blushed, her eyes looking away a little. "A bunch of mares are in heat now, and I need to lay low a little while." I looked at her, and a small scent filled my nostrils, she took a step forward. I gulped as she looked at me, a guilty look on her face as she approached me.

"Sorry sugarcube, but ahm one of em. So get out of here before I do somethin ah regret, alright?" She shivered, struggling to not walk towards me as I nodded and took off flying. _Well shit, now what? _I landed subconsciously in Ponyville, and I looked up, a bunch of mares looking at me.

"Uh oh." I looked around, gulping as I saw about a hundred mares looking at me, I saw one take a step towards me, and I spun around, taking a defensive stance. _This is really bad..._ I took a step back, and I heard a gasp

"Somepony grab him!" A couple unicorns horns glowed, trying to hold me back, but I took off running. I went into the nearest alleyway, running over objects smoothly. I ran and ran, my blood pumping to my legs as I came to a dead end. My heart sank, the sound of hoofs right behind me. I ran towards the wall, jumping and kicking my way up, my wings flapping a little to help me up. I flipped onto the roof and laid back, breathing hugely. I looked up and saw a couple pegasi, and I rolled over taking off running on top of the roofs. I got tackled by a pony and flipped off the roof, pushing her off and landing on my back, the wind getting knocked out of me. "Ooo, I like a fighter." A mare landed on me, and rubbed her hips to me and tried kissing me. I put my hands to her shoulders and she pushed harder, her hoofs trying to push my hands away. I grunted and pushed her off me, flipping to my feet and taking off again. I got to the main square, and mares stepped in front of me, I turned and they were also behind me, some pegasi in the air, so that wasn't an option.

I put up a barrier around me, earth ponies bucking it, trying to break it. I looked around, looking for a way out, my barrier cracking at the kicking. I closed my eyes and my magic surged, a bright flash of light surrounded me and I fell to the floor, a feminine gasp filling my ears. I opened my eyes and my heart sank as I knew where I was, I was in Rarity's boutique. I got to my feet, my hand glowing as I backed up. "Easy Rarity, I don't want to hurt you, please." She looked at me, taking a step back herself. I felt like shit for talking to her like this, my heart feeling heavy. I made my way to the door, looking out side as the mares from earlier were walking away, their heads down. I saw Pinkie poking her head everywhere, I knew she was looking for me. The blind closed in front of me, a light blue surrounding it as I looked back to Rarity. I walked away, stumbling a little.

"Easy Marshall, I don't want to take advantage of you, a proper lady has control of herself. Besides, Twilight showed me a spell that keeps urges to a low." I stood there, her voice was to calming for me, and I breathed deeply, my hand stopped glowing. I sat down, finally able to catch my breath. "You can stay here as long as you need, alright?" I smiled a little, the taste of blood in my mouth.

"Th... thanks Rarity..." I sighed, putting my face in my hands. _Where the hell am I going to go? There is no way I am totality safe here. _I felt a hoof on my shoulder, and I looked up at Rarity, she had a small half smile on her face.

"It's ok, I can't imagine almost every mare in town wanting to use you as a sex object." She shook her head, tsking lightly, she sighed and looked at me. "But untaken males are hard to come by in Ponyville, so I do see why mares would act up over you." I blushed and looked down. "Where do you plan on going?" I looked straight ahead and gulped, wincing at the very thought.

"The Everfree Forest..." She gasped and looked at me as I turned my head to look at her, I was serious and I closed my eyes, about to get to my feet. She pushed me down and I looked at her, tears running out of her eyes as she looked at me.

"You can't go there! It's a death trap!" I put my hand to her cheek, her alluring blue eyes looking at it. "Don't go... I will hide you here..." She really didn't want anything to happen to me, but I had my mind set.

"Sorry Rarity, but it's not safe for me here, somepony will find me." She got off me in defeat, and I sat up, taking a deep breath. "I don't want to, but I have to, for my own safety." She nodded, her head hung low as she accepted. "Now promise me you won't tell anypony where I am until after this dies down alright?" She nodded, her horn glowing, I looked at her stairs and down floated a sleeping bag, a saddlebag made for me, and a big blanket.

"Here, take these. You are going to need them, stay safe." I nodded and strapped the saddlebag to my back, the blanket packed inside and the sleeping bag resting on top. "Could I have a hug before you leave?" I smiled and nodded, my heart tugging in my chest. I bent down and she hopped up, her hoofs hugging me tight as I felt her wet face nuzzle my neck and I hugged her tightly. "I shall see you in a couple days, good luck." She whispered and I nodded slowly, not wanting to let go, but I had to. I stood up and walked towards the door, before my hand glowed brightly and a white flash surrounded me. When I opened my eyes, I was at the Everfree forest, I sighed and looked at Ponyville, before setting foot inside. My hand glowed, lighting up my surrounding so I could see, I moved my hand so my palm was facing forward, the light shooting out in front of me. I had a pre destination, and I arrived soon enough. Zecora's hut came into my view, and I approached, kind of worried she would be in the same state as the rest.

I knocked on her door, and heard hoof steps inside. "Who could be knocking at my door?" She opened the door and smiled. "Ahh it's Marshall, what can I do you for?" I smiled weakly and she raised her eyebrow. "Here, come in, something is on your mind. Hopefully I can take you out of your bind." She moved out of her door way and I walked in, cowering a little, on edge in case she tried anything. "What has gone wrong with you? You seem to be so blue." I looked at her, sitting down on a chair, putting my head in my hand.

"Heat season..." She stopped walking and looked at me, I tilted my head and looked at her. "I have to lay low for a bit, I almost got raped today already." She gasped and put her hoof to her mouth, and I looked back at the floor. "I was wondering if you had a potion to give me instant energy, I am staying in the forest till this dies down." Her eyes went wide as she looked at me, taking a step closer. "I can't stay here, if anypony comes here, I'm in for it." She sighed and walked to her bottles, grabbing one in her mouth, walking back to me.

"This is just what you desire. It will give you energy when your situation is dire." I took it and hugged her tightly.

"Thanks, I hope to see you later." I let go and stood up, walking to the door and I opened it, not looking back as I left. I stopped on the other side, and listened, I heard hoof steps trotting towards me and I gulped, taking cover behind a tree.

"Marshall!" I heard, Twilight? I peeked around the tree and she was looking around, her saddlebags on her hips. _What is she doing back from Canterlot? And what is she doing here? _I focused my magic, and she stopped as I used a spell that I found buried in her mind before. _Hey Twilight... _She looked around, a worried expression on her face. "Marshall?" _Yup it's me, sorry I can't come out, I have almost been raped already. _"At least let me leave you this." She opened her bag, pulling out a plate that was wrapped up, placing it on the ground with her magic. "I know how much you liked this pasta, so I made you some." She spayed her ears down to her head. "I miss you already, but I know how a town full of mares can get to ya. Heck, Applejack locks Big Mac in the cider cellar so nopony can get to him." I was on the verge of tears, I so desperately wanted to go out there and hug her, go back to the library and act like this never happened. _I really wish this didn't happen, tell the rest of the girls I will be fine alright? _She nodded her head and I smiled, my heart throbbing in my chest as I watched her sit down, tears running down her face and onto the ground. "I... I miss you soo much, and with all these crazy things that have been happening, I won't be able to see you for a couple more days." She cried silently, lightly shaking. I looked away, as I couldn't take anymore. _Please don't cry, could you bring me news on the situation every day? Also some food would be nice too._"Don't worry, I will... Bye." She got up and wiped her face, before she walked off slowly. I waited a minute or so, collecting myself and wiping my face, a little damp from tears. I got up, and walked slowly towards the plate, looking around be fore I snatched it, running back behind a tree. I looked around, not seeing anypony. I looked down at the plate and smiled, my stomach growling as I was ready to eat it. I unwrapped it, a fork laying inside, and I ate in silence. It was a delicious meal, and I really enjoyed it. I put the plate down and stood up, sighing as I walked deeper into the forest. My hand glowed, lighting up the area around me. After a couple minutes I came across some ruins.

"What the heck is this place?" I walked inside, taking in the details of my surroundings. It looked like an ancient castle, but it looked abandoned for thousands of years. I walked around, the layout seemed close to the castle in Canterlot, but sightly different. I walked around, and there seemed to be nothing here as I checked some rooms. I found one, and decided to bunk down inside. I put up a barrier at the doorway so nothing could enter while I was asleep. I laid out the sleeping bag Rarity gave me and laid down, putting my saddlebag behind me like a pillow and wrapping the blanket close to me. _I wish I had somepony to cuddle. _I moped and flipped over, grabbing a bunch of blanket and holding it close. I closed my eyes, and soon drifted off to sleep.

"Hello Marshall..." I was standing in the room and I turned around, seeing Luna standing a couple of feet away. I gasped, taking a step back before tripping. I looked down and saw... me? I smiled, it was just a dream. I stood up and ran to her, wrapping my arms around her. "Is someone lonely?" I nodded into her neck and she put her right hoof around me.

"It's miserable out here, I just want to go home, but I know what will happen if I do." I pulled back and sat down, she did the same. "So what is this place? It reminds me of the castle in Canterlot." She sighed and got up, walking towards the door.

"Follow me and I will tell you." I nodded and we walked towards the main chamber. "This is the old castle of Equestria, I... It's been so long." She looked around and she sighed. "The last time I was in here... Did Twilight ever tell you the story of Nightmare moon?" I shook my head. "About a thousand years ago, I grew jealous, jealous of the fact that ponies enjoyed the day, while they slept at night. The bitterness filled my heart and I refused to lower the moon, and my sister had no choice but to banish me to the moon." I gasped but she raised her hoof. "She had no other choice, and I don't blame her for anything. But, a thousand years later, her magic weakened and I returned, and I wanted my revenge." She sighed and shook her head. "Twilight was just sent to Ponyville to learn the magic of friendship, something she lacked, considering her vast knowledge of almost everything. Anyways, she made acquaintances with the others that are your friends, and they needed to collect the Elements of Harmony. I tried to stop them all along the way, but they combined their power and over came whatever I thew at them. Once here, they got the elements and used them against me, flushing the darkness inside me, but draining me to... this." She flashed and changed into a smaller pony, her mane like a normal ponies and lighter. She had what looked like light blue slippers on her hoofs. She looked kind of cute and I smiled before she turned back into her regular self. "Me and my sister used to live in this castle, but after I was banished, she got a castle made in Canterlot, making it the capital." I nodded as she walked around, putting her hoof on the walls as she spoke. I sat down, putting my hands in my head as I took all this in, my brain swimming in thought. My mind brought up different things, may of which didn't make sense. _What if my friends think I'm abandoning them?What if they think I don't trust them? Fuck, this isn't making any sense. _I stood up and walked around, trying to clear my head. Thoughts running through my head, voices filling my ears as I walked around. I fell to my knees and heard somepony coming up beside me. I looked over and saw Rarity next to me, I smiled as she moved her hoof to my face, a smile on her as she got closer. Her expression suddenly changed to an angry on and smacked me across my face. I recoiled and looked at her, she was crying a bit as she looked at me.

"Why did you leave us? You hurt all of us!" She turned and walked into darkness, before Applejack walked out, her usual smile was not there, she was super pissed.

"Y'all would have some nerve comin round again after this, ah never wanna see you on my farm again!" She yelled in anger, and I cowered as she did the same thing Rarity did, walking in after her was Pinkie.

"You are easily the worst friend imaginable." She shouted, and I felt my heart tugging in my chest as she did so. She walked into the darkness and in walked Twilight.

"And you can forget about living with me anymore, I couldn't care less if you lived in the street!" Tears welled up in my eyes, and I tried to crawl away.

"Where do you think you're going? Marshall..." I looked up and standing over me was Rainbow, she looked at me and put her hoof on my shoulder. "You don't deserve these!" She put her mouth on my wings that seemingly appeared, and pulled back, ripping them. I cried out in pain and fell to the ground, shaking in fear and pain.

"Marshall?" A quite voice said and I looked up, standing above me was Fluttershy, my guitar in front of her. She took a step towards me and took a stance, looking me straight in the eye. "I wanted to tell you that you are the, worst,person, EVER!" She took my guitar in her mouth and smashed it on the ground.

"Marshall!" I flipped over, seeing the princess standing over me, Celestia looking at me in anger. "You are hereby banished in the Everfree Forest, FOREVER!" She used the royal Canterlot voice on me and I broke down, as their voices repeated over and over again, as I covered my ear and screamed.

I sat up with a start, my heart beating a mile a minute, a cold sweat covering me as I looked around. _It was just a dream... Holy fuck... _I inhaled deeply, and breathed out, calming myself down. I huddled myself up, holding my knees as I shivered, trying not to break down. This place really fucked with your mind, and I hoped I could make it through the week. I longed for somepony to drape their hoofs over me, hugging me and stroking my arm, shushing me, telling me it's ok. Even though I acted like I knew how to handle everything, I was barley an adult myself at nineteen, just starting life in the big world before I fell into this world. I sighed and got up, packing my things. I swung the saddlebag over my shoulder, heading off to scout out this place a little more. I walked for what seemed like hours, thirst overtaking me. I licked my dry lips, and noticed a fountain. I walked over to it, and kneeled down next to it. I sniffed, but nothing smelled bad, and it looked alright so I brought my mouth down, taking a whole bunch of it down my dry throat. After drinking down a bunch, I leaned up and wiped my mouth with my arm. I looked around, the lonely hallways seeming to go on forever. I sighed and stood up, walking towards the exit, when I felt like I was being watched. I spun around, drawing my sword and my hand glowing, shooting light in front of me, but nothing was there. I shook my head and sheathed my sword. _I need to relax a little. _I turned and walked out, into the forest again, heading towards the meeting place. I arrived and waited, but didn't have to wait long till Twilight showed up. She was looking around, still trying to see if she could see me.

"Marshall?" She called out and I smiled, glad to heard her voice in a nice way. _Hey Twi, how are you today? _She smiled and looked around. "Good, how about you?" _Well, to be honest, I had a horrible nightmare last night. _She gasped before looking straight ahead, her head shaking slowly. "Did you sleep in the old castle?" _Uhh yea, I did. It was the safest spot. _She sat down looking around. "That place can really mess with your mind Marshall, please be safe in there. Oh here, I have something for you." Her horn glowed and something flew out of her saddlebag and she held it in her hoofs. "I brought you a watch along with some food, so you can tell the time while your in here." She set it down and stood up, sighing. "I will talk... er communicate with you tomorrow, right?" _Of course Twilight, I can't wait. _She smiled and walked off, her head held a little higher. I waited a couple of minutes before I walked out, taking the food and the watch. I hid back behind the tree before I looked at it. My eyes watered as I looked at the design on it. The numbers were replaced with pictures of the cutie marks of my friends. Around clockwise, their cutie marks, Twilight, Applejack, Rarity, Pinkie, Fluttershy, Rainbow, Spitfire, Lyra, Vinyl, Celestia, Luna, and Octavia. I closed my eyes, tears running down my face as I cried, I missed my friends. I wiped my face, and looked at the watch again, I saw a little latch and opened the watch, inside was a group picture of my friends, all smiling and waving towards me. I smiled myself, and felt more and more lonely. I sighed and kissed the glass covering the photo, before I closed my eyes and closed the watch, wiping my face as I stood up. My hand lit up and I headed back towards the old castle. It didn't take long till I made it back, walking up the ancient stone steps, I was lost in thought. I walked into a pillar, falling back and grabbing my face as I fell down.

"Dammit!" I brought my hand away from my face, and I saw no blood. _Good... _I stood up and shook my head, clearing my mind as I looked around, the dark empty hallways making the hair on the back of my neck stand up. "Keep it together buddy." I spoke to myself, trying to relax myself. My hand glowed brightly as it light up the hallway in front of me as I walked, my foot steps echoing through the empty halls. I felt so alone, my mind swimming as I found the room I set up in. I walked in, putting up a barrier in the doorway, and I sat on my sleeping bag, eating the food Twilight brought me. It was delicious and I wished I could go home, crawl next to Twilight and sleep in a real bed, but this would have to do for now. I removed my sword, laying it close to me, just in case. I laid on my saddlebag, bringing the blanket over me and I sighed, turning in for the day as I closed my eyes.

I fell onto the floor, groaning as I tried to stand up, I heard an evil laugh as I reached towards my back, but feeling nothing. "Looking for this?" I gasped and spun around, Chrysalis was standing there, my sword in her magic. She grinned, grunting as she snapped the blade clean off the handle, letting both pieces fall uselessly to the floor. I took a step back, my hand glowing as I glared at her. "You think you are stronger then me?" She disappeared before appearing in front of me, her horn stabbing into my stomach, on my right side. I gasped and she pulled back, pushing me to the floor. _Fuck... _I put my hand to my wound, the blood seeping around it and I groaned in pain. Fear washed over me as she laughed, fading away into the darkness. I dragged myself back, looking around for help, feeling my energy slowly fading away. I looked up, all my friends looking at me.

"Please..." I spat up some blood. "Help..." They laughed and I felt scared, they turned and walked away, my hand reaching out as my vision blurred and I felt on the brink of death. "Why?..." My eyes opened as I heard a noise, my head hurting as I flipped over, grabbing my sword out. I pulled myself to my feet, using my hand to keep me steady, something echoing through the halls. I readied my sword, feeling weak, but I had to defend myself. I limped to the doorway, looking out into the hallway, seeing a light purple light coming my way. I heard voices, but couldn't make them out as my hearing was muffled, my mouth dry as I licked my lips, stumbling out into the hallway, heading off into the other direction. The hallway was swaying as I tried to keep my balance, but falling to the ground, my sword clanking loudly for me on the stone floor. _Fuck... _I tried to grab it again but I could barley see, my vision blurring as I got weaker and weaker, my mind was a little fucked. I heard something coming up behind me and I flipped over, my sword laying beside me as I brought my hands to my face defensively. "Please... Don't hurt m-..." My head went limp as I passed out from exhaustion.

I awoke, but didn't open my eyes, not wanting to know what happened to me. I clenched my teeth as I squirmed a little. I felt a hoof on my forehead, rubbing my head and into my hair a little. "Shh shh shh, relax." A calm quiet voice cooed, I opened my eyes and saw a yellow blur, my eyes watering. It's hoof traced down to my cheek, and I moved my hand to it, holding it to me. "Don't worry, you're going to be alright." I smiled, closing my eyes and reaching out for anything. I felt something soft, and the voice giggled, I traced my fingers to the left and wrapped my arm around it, pulling it close, nuzzling into the fur that was there. "Aww, I missed you to Marshall..." I opened my eyes, seeing the yellow fur and I know it was Fluttershy. I smiled and started to break down, my mind got fucked up in there, making me feel alone, but being close to her made me feel wanted and loved. I hugged her tightly, and she nuzzled her cheek into the top of my head, breathing deeply and I smiled.

"I... I fucking missed you Fluttershy." She gasped. "Sorry Flutter, you have no idea what happened in there." She pushed me back and I looked at her, she was crying lightly and shook her head.

"While you were knocked out, Twilight used a spell and showed us what happened in your dreams..." She hugged me, putting her face into my shoulder. I held her tightly, not wanting to ever let go again. I shuddered, but in happiness that I was out of there and back here with my friends again. I felt Fluttershy pet the back of my head. "It's ok Marsh, everything is ok now." I breathed deeply, calming myself down, and she continued petting my head, her hoof running through my hair. I brought my head up, looking into her innocent cyan eyes, I smiled and leaned up, putting my lips to hers. I don't know what came over me, but she enjoyed it, putting her hoofs over my shoulders as I pushed her back and put my hands to her cheeks. "Mmm..." I licked my tongue against her lips and she opened them, driving her tongue into my mouth and they intertwined. I felt her cheeks turn hot, and she smiled a little as I pulled back. She opened her eyes a little, looking at me. "I missed you so much Marshall." I smiled, sniffing the air and smelling... Nothing strong, I looked at her and she smiled. "Heat season is over." I smiled, knowing I was now able to return to all of my friends.

"Thank Celestia... Staying in the Everfree Forest was horrible." I looked outside, it was dark, I heard Fluttershy yawn. "How about we turn in for the night?" I looked down at her, she had her eyes closed and was lightly breathing. I leaned down and kissed her on the forehead. "Sweet dreams Fluttershy." I rolled off her and she flipped on me a little, her right back hoof running over my right leg, her left forehoof running underneath my arm and her other forehoof draping over me, resting on my left shoulder. Her head resting under my chin as she snuggled into me. I ran my arm down her body, closing my eyes and soon falling asleep.

I awoke, the aroma of food filling my nostrils, my mouth tried to water, but was dry as hell. I tried to get up, but my muscles were sore, my head started spinning and I laid back down, grunting. "Easy now Marshall, take it easy." I opened my eyes, and saw Twilight laying in front of me, a concerned look on her face. I opened my mouth and tried to speak, but my mouth was too dry. "Here, have a glass of water." Her horn glowed and a glass of water floated over to me and I took it, drinking the whole thing down. I wiped my mouth and looked at her, a small smile on her face.

"Thanks Twi... What the hell happened in there?" I shifted a little, getting more comfortable and looking around. I was in Fluttershy's room, as her house was closer to the forest then anything it made sense to bring me here. She sighed, putting the empty glass down on the side table.

"Well, after we found you unconscious in the hallways of the old castle, we brought you back here. You convulsed in your sleep from time to time, we were so worried about you. That place can really mess with ones mind, and you stayed there for a couple of days, and it really took it's toll on you. But you are safe and fine now, that's all that matters." She smiled and I returned it as the door opened and in flew Fluttershy, a small table with food on it.

"Morning Marshall, I made you breakfast." My stomach growled, and I realized I was starving. She placed in in front of me, and I dug in. Both the girls stared wide eyed as I ate like an animal. "Di...did you eat much in there?" I shook my head, swallowing what was in my mouth.

"I only ate what Twilight brought me." I returned to chowing down and both the girls gasped, Fluttershy put her hoofs to her mouth.

"Oh my gosh!" Fluttershy landed next to me, watching as I ate. I picked up a glass of apple juice, downing it in one go and finished up what was on my plate. I laid back, taking a deep breath.

"Thanks Fluttershy, man I was hungry." Both girls giggled at my understatement. Twilight lifted the table off me with her magic, and I motioned her to come next to me. I hugged both girls, and they cuddled into my sides. "You girls are too kind to me." They giggled.

"Well you deserve it Marshall." Twilight smiled into me, rubbing her cheek into my bare chest, when I realized I was only in my boxers.

"Umm, care to explain why I'm almost naked?" I felt them both blush and Fltutershy eeped.

"Well, you started sweating in your sleep while you struggled, so we stripped you to cool your body off." Twilight looked at me. "We didn't do anything like that, if that's what you're getting at." Now it was my turn to blush, my cheeks becoming hotter. Fluttershy giggled as she looked at me. I smirked and looked down at the two mares.

"Well alright then, now, how about letting me get a shower." I put my hand to my hair, feeling the dirtiness of it. "I feel disgusting." They smiled and hopped of the bed, I kicked the blanket off me and sat on the edge of the bed, feeling tense. Twilight walked towards the door, looking back when she was in the doorway.

"I will get you some clean clothes, be back soon." I nodded and she trotted out the door, and down the stairs. I stood up, but groaned as my stiff muscles moved.

"You mind helping me Flutter? I'm a little stiff." I stood up and she blushed, giggling.

"I can see." I closed my eyes and sighed. _Damn morning wood. _She eyed it as she walked over, rubbing her head under my hand, she rested it on her back and I opened my eyes, looking into hers. I smiled, and I put some weight onto her and limped towards the bathroom. Once there I sat on a small stool, letting Fluttershy get to work, turning the water on. She hummed a little as I watched her, my eyes trailing down to her flank. I blushed and shook my head, my cock twitching. _Come on, just a little longer till I'm alone._

"Umm Marshall?" I snapped out of my thoughts, looking up at her. "You mind if I join you? I could really use a bath too." _Dammit. _I nodded and she smiled, her cheeks flushed a little. I stood up, and she turned around, letting me undress. I stripped and got into the bath, the water feeling good on me. She turned around, and eased herself in, sitting in front of me. I was laid out, and she sat between my legs, her hindhoofs on my hips. "Mmm, this feels nice." She leaned back a bit and gasped, I groaned as my cock touched her teats. She didn't pull back, looking at me as I closed my eyes. "How long..."

"Too long..." I opened my eyes and she put her hoofs under the water. She was smiling as I felt her teats squeezed my cock. I looked at her as she titty fucked me, my cock twitching and my cheeks hot. I groaned in pleasure.

"Shh it's ok, let Fluttershy take care of you." I laid back, and let her do all the work, her teats rubbing against my cock. I breathed deeply, a tingling sensation running up my spine. I was really sensitive right now, the warm water and her soft teats did wonders on my cock. It gave a powerful twitch and she pushed her teats hard together. "Man, your sensitive right now." I opened my mouth, letting my tongue hang out a little, my piercing sticking out a little. She licked her lips and I smiled, leaning forward to kiss her, her actions never stopping as our tongues danced. I felt my orgasm approaching at I pulled back a bit.

"I'm ganna..." She looked at me, stopping and pushing my hips up to her mouth, pushing her mouth around my cock, taking it deep in her throat. She hummed and I thrusted forward, her lips on my groin as she took me all the way in. "Ahhh Fluttershy!" I pulled back, her tongue going wild as I felt the first blast shoot up my cock and onto her tongue. She just loved it, her tongue resting under the head, tasting rope after rope of my seamen. She rotated her head a little, smiling and moaning. I felt my last shot, shoot out, and basked in the after glow. I pulled back and she closed her lips, giggling as she looked up at me, opening her mouth to show me all the whiteness inside. She closed it and swallowed happily, again showing me nothing left.

"You taste so good." She giggled and I fell back, getting my breath. She leaned forward, cuddling into my chest, sighing a little and I wrapped my arms around her. Her ear was right over my heart, as she listened to my heart beat return to normal. I breathed deeply and closed my eyes as we sat there in the tub. We both got washed up, and I drained the tub before stepping out and wrapping a towel around myself. I grabbed another one and sat down on a stool, drying Fluttershy off. "Mmm thanks Marsh." I chuckled lightly and leaned down to her ear.

"No, thank you." I nipped her ear lightly with my lips, tracing my piercing over it and she giggled. We heard a knock at the door, the handle turning a light purple and in walked Twilight, a neat stack of clothes on her back. "Hey Twi, thanks for the clean clothes." She smiled and floated them over to me, I took them and both girls left, leaving me in peace to get dressed. I did just that, putting on my red long sleeved shirt, hiking up the sleeves halfway up my arms, and a pair of black jeans. "Where to go today? I should go see Rarity, I haven't seen her in a while." I stood up, making sure I looked ok in the mirror, before leaving, going back to her bed room to gather my things. I grabbed my sword, leaning against the bed side table, finding my ring on it, next to a small bag of bits I had. I took it all, strapping my sword to my back, putting my ring of my finger and attaching the bag of bits to my belt. I looked out the window, hopping onto the sill, looking around for any branches to grab. I jumped, landing on a branch, hopping to another and repeating till I jumped ten feet to the ground and rolling, getting to my feet and I flew off, flying towards Ponyville. _Man flying sure is fun. _I soon arrived at Ponyville, landing down at the outside of town, making my wings disappear. I walked in town, a little sceptical of the mares, some looking at me and quickly looking away in embarrassment. I was close to Rarity's boutique, when I felt a small tap on my leg. I turned and looked down, a mare looking away a bit, her cheeks red in embarrassment. Her coat was a pale light mulberry, and her mane and eyes were a moderate cerise. Her cutie mark was a strawberry and purple grapes. I smiled, thinking she needed help finding something. "Hello miss, anything I can help you with?" She looked at me, an apologetic look on her face.

"You... don't remember what I did to you?" She spayed her ears down, and I gave it some thought, before realizing what she did to me. I blushed and she lowered her head. "Yea, that was me." She was the mare who tried to molest me when I was in Ponyville with all those mares in heat. "I... I'm sorry, names Berry, Berry Punch." She stuck her hoof out, and I looked at it. "I just want to make amends..." I smiled and bent down taking her hoof in my hand, shaking it up and down.

"Names Marshall, please to meet you in better terms." She nodded and I stood up. "Well, I had better get going, see ya around Berry!" I waved and left, walking up to Rarity's. I looked at the door and it said 'closed' but I opened the door, stepping inside and looked around, but not seeing anypony. "Rarity, you here?" I heard hoof step upstairs, and they sounded, sluggish? I looked towards the stairs, and saw Rarity, and she looked... not like herself. Her mane was unkempt, her usual eyeshadow, was not there. She looked at me and blushed, a scent filling my nostrils.

"Hey Marshall, sorry, but I had some things to 'attend to'." Her right hoof looked a little dark, and I blushed, knowing what she was doing. "This season has been extremely rough for me." She sighed and looked into the mirror. "A certain male has entered my mind again and again, as I, pleasured myself."

"How many times..." She shook her head as she looked at her reflection, and sighed, her hind legs had damp spots running down them.

"Too many, but it doesn't help much." I could smell her scent, and it took it's toll on me, blood rushing to my cock and I moved my hands to it, blushing. I looked into the mirror, she was staring wide eyed at me, turning around and walking briskly to me, pushing me back, her magic keeping my hands down as she eyed my bulge. "My my, you're a big one aren't you?" She bit her lip, and her magic stopped, her right forehoof running down her body and she gasped. I was stunned, my cock twitched and I debated, if I should leave, or help her out, She fell back, spreading her legs as she pleasured herself. I smirked, taking my sword off, and I got on my knees in front of her, she looked at me, not stopping till my hand glowed and pinned her hoofs down above her head. "Please, don't-" She cut off into a moan as I traced her lips with my tongue. I pulled back and she smiled looking down at me, my magic stopping and her hoofs shot to my head, pushing me down on her and I dove my tongue in. "Oh yes, mmm, here, lets go to my room." She pushed me back and I wiped my mouth, letting her get up and trot towards her room. I picked up my sword and followed her, my cock straining against my jeans as her tail was lifted, her moist sex teasing me. It took a lot to not fuck her right here on the stairs. Once in her room, I locked the door behind me, and she put a pillow on the edge of the bed. She hopped on it, rolling on her back, spreading her legs and patted her inner thigh. "Come here baby." I smiled and removed my shirt and got onto the bed, and I dove back in, her hind hoofs resting on my shoulders as I ate her out, her right forehoof on the back of my head. "Mmm baby, that feels fantastic." I felt so hot, my heart racing as I put my hands to her luscious teats, rubbing them around in circles. They were nice plump and round, filling my hands nicely, I pinched her nipple and she gasped, her honey running out of her cunny and got licked up by my tongue. I put my tongue as deep as I could in her, and wiggled it around, my piercing rubbing on the top and bottom. "Oh sweet Celestia Marshall!" I removed my hands from her teats and moved them to my pants, undoing them, letting my cock spring free. I was about to wrap my hand around it when it was pinned to the bed. I looked at her. "Mmm, someone is horny too, I don't think your hand is as good as my lips." I grunted from her dirty talk, my cock twitching as she flipped me over. She gasped, swinging her body on top of me. "Oh my gosh, you are sooo big." She placed kisses on the side of my shaft, running from bottom to top, and she licked around the head. I brought my hands to her lips, spreading them and licking her insides as she pushed my cock right down her throat. She hummed in her throat and pulled back up, then pushed back down as I sunk my tongue deep inside her. She sucked extra hard on my cock, and was rewarded with a shot of pre. She pulled back licking her lips. "Mmm you are such a turn on Marshall, here." She got off me, leaning on a pillow. She looked back and lifted her tail. "Fuck me." Two words and my cock twitched, I nodded and got up, getting close to her before she put her hoof back. "Could you, make your wings for me?" I smirked, my hand glowing and my wings appearing, spreading wide as I leaned forward on her vagina, just getting the tip in. She was soaking wet and I pulled back, a grin coming over my face as I pushed a little higher and she gaped as I sunk the head it. "Ahh." She looked back and I gripped her flanks, pushing a little bit as her tight hole stretched slowly. She closed her eyes, laying her head on her pillow. "Ohhh yeaaa." I sunk all the way in, balls deep in her tail hole. I grunted and pulled back before I slammed back inside her, her ass cheeks smacking my hips as I pounded her.

"You like that, huh?" She nodded and pushed her hips back, my balls slapping her nether lips as I pounded her ass, pleasure going through both of us. She brought her right fore hoof to her sex, rubbing her lips as I fucked her.

"Harder... HARDER!" I smiled and pounded her ass, the only noises were coming form my thighs hitting her cheeks, her occasional moans and my grunts. "Oh my god, this feels sooooo gooood!" I smiled and felt my orgasm approaching, and I started pulling her hips to mine as I pushed forward, just slamming her. I felt her hoof pick up speed beneath me as she rubbed her sex vigorously, her soaking hoof sometimes touching my balls. "I'm... I'm ganna cum Marshall! Please don't stop!" I smirked and prepared to do as I was told.

"Same here, I'm going to cum in your pretty little bottom Rarity, you want that?" She nodded her head and she squealed as her hole convulsed around me, squeezing my cock. I groaned and pushed hard, pulling her to me as I unloaded into her tail hole. "Oh god Rarity!" I shot rope after rope, inside her and she moaned.

"Ohh Marshall fill me up~." Her hoof stopped as I felt her moist lips on my balls, their juices running down her lips. She fell limp and I leaned on her, sighing as I pulled out, my cum dripping out a little as I looked down at her, she was sound asleep and she had a smile on her face, and I chuckled. I got up and got dressed, kissing her on the forehead and covering her up with her blanket. My wings dissipated and I strapped my sword to me and left, closing the door behind me. _Well, what no-_ My thinking cut off as I was tackled by a particular pink pony.

"Hiya Marshall! How ya doin?" I smiled at Pinkie Pie as she smiled hugely back. I hugged her, then picking her up and putting her back on her hoofs.

"Hey Pinkie, I'm doing pretty good, how about you?" She looked at me, just kind of staring at me, but with a smile on her face. I raised my eyebrow. "What's up?" She shook her head and blushed.

"Sorry, could I ask you something?" I nodded and she half smiled. "Well, I was wondering when your birthday was so I could throw a party for you." I thought about it for a second.

"Well, it's a couple or months off still Pinkie." She looked sad, but I caressed her face with my hand. "Don't worry Pinkie, I still want you to make my party for me." This made her smile, and in turn I smiled as well.

"I have a lot to plan, catch you later!" She said, running off quickly, leaving a dust cloud behind. _Well, crap, this is going to spread really quickly. Might as well head home, ahh home, I miss it. _I walked towards the library and soon arrived, I opened the door, walking in. Nopony was home so I sighed, looking at all the books reading the title of them before coming across one that caught my interest. _Hmm, advanced unicorn magic, could be useful. _I took it off the shelf and sat at a table and opened it up with my magic, flipping the pages until I found a spell that looked cool. _Come-to-life spell huh? Looks easy enough. _I stood up, my left hand glowing, and the book glowed the same colour, I felt it was close to happening, but not quite there as I used my other hand and it glowed as well, boosting my power and the book stood up before flipping through the pages, one by one. I heard the door open and a gasp, I looked towards the door and Twilight galloped towards me, eyeing the book as it turned towards her and flipped at a steady pace.

"Wow, a come-to-life spell! That's pretty advanced Marshall." Her face lit up in a big smile, and I stopped, the book falling back to the table. I brought my hands around my back, removing my sword so I could be more comfortable, setting it down on the table. I lifted the book with my magic, putting it back on the shelf and I yawned. "You sleepy Marsh?" I nodded and picked up my sword, Twilight yawning right behind me. I looked down at her.

"How about we turn in for the night?" She nodded and we made our way to my room. I set my sword down on my dresser, and removed my shirt, pants and socks before climbing in bed, Twilight right behind be and she laid on top of me, her body splayed out as she hugged me, the blanket covering her and me. "Night Twily." She lightly nodded as I fell asleep.

I heard the birds chirping as I opened my eyes, Twilight laying on my chest, and I smiled, putting my hand to her mane, petting her lightly as she stirred a little. "Mmm, morning..." She streched on me, her hoofs shooting out to the sides before going limp on me, her cheek rubbing against my chest. I chuckled lightly as she laid there, half asleep, licking her lips and moving sightly. I looked out the window, the birds chirping as the sun came over the horizon, and I decided what to do today.

"Alrighty Twi, time to get off me, I'd like to go work on the farm today, make a little money and help out Applejack." She pouted and groaned, flipping over, taking the blanket with her and I chuckled, leaning over and pecking her on the cheek. "Have a good day Twily." I got up and stretched, getting clothes for work and got dressed. I strapped my sword to me, putting a handful of bits in my pocket and headed to the door.

"Mmm, you to Marsh." I smiled and left, looking around the library. Spike was up, sweeping and I remembered something, my hand glowing as a bag lifted to me. I walked down the stairs and up to Spike.

"Here Spike, I forgot to give these to ya earlier." His eyes went wide as I gave him the bag full of gems. He smiled and ran over to a bookcase, pulling out a big book and a little compartment was behind it, he opened it and stuffed it inside.

"Thanks Marsh! I forgot all about that, you're a cool guy." He walked back to me and I leaned down, we fist bumped and I headed towards Sweet Apple Acres. As I stepped out into the cool morning air, I looked around and sure enough, Applejack was pulling her cart full of apple products. I smiled, walking up to her, she looked right as rain, her head held high as she pulled her cart. She glanced over in my direction and did a double take, her face lighting up.

"Top of the mornin Marsh. Plan on workin today?" She tipped her hat a little towards me as I nodded. I took a bit from my pocket and picked up a green apple, putting the bit in front of her eyes. "Shucks, it's just an apple Marsh, its on me." I smiled and hugged her, slipping the bit into her side bag without her knowing, smirking to myself.

"Thanks." I took a bit of it and savoured the taste as the juices ran down my chin a bit. "Mmm, delicious as always, you have the best apples in all of Equestria Applejack." She blushed and looked away a little. I chucked and finished it, throwing the core away. "Ready for a hard days work?" she grinned and grunted, pulling the cart up a small hill.

"You betcha, but lets get this here cart to the market first." We continued walking to the market, sometimes stopping to sell the odd apple or pie. We soon arrived at the stall, and dropped the products off at it. She hauled the empty cart back, trotting towards the farm and I followed right beside her. We soon arrived, and I saw Big Mac bucking trees, two bushels on his back strapped together with a curved piece of wood. I followed Applejack to the barn, helping unstrap her from it. "Ah, many thanks Marsh."

"It's no problem Applejack, I'm always here to help." She smiled at me, a little seductive look in her eyes. I blushed, and she giggled, smiling at me.

"Hmm, help me huh?" I bushed harder and she giggled, putting her hoof to her mouth. "Ahm teasin sugarcube, lets get to work now." I nodded and picked up a stack of bushels, then followed Applejack out to the orchard. It was a nice day to work, a slight breeze running over my body, cooling me off as I worked my ass off, and I worked Applejack hard. I walked back to her as she was bucking and I watched her hit the tree, and a branch shook lose and I gasped, my wings appearing as I dashed towards her.

"Watch out!" She gasped and looked up as I tackled her, taking the branch to my leg. "Fuck!" I fell to the ground, the branch landing hard on my leg. She gasped and got to her hoofs, kicking the branch off my leg, the pain unbearable as I think it broke it. "Ho...ho..how bad it it?" She started wide eyed and started stuttering, I looked back and my stomach almost turned inside out, My lower leg was tilted inwards towards my other leg, and I knew it was broken. I laid my head down, staring at Applejack.

"Do... don't worry sugarcube... APPLE BLOOM!" She looked at my leg, not touching it, but trying to see when it was broke. I saw Apple Bloom come running, she was a little scared because Applejack yelled her name.

"What's wrong..." She looked at my leg and gasped, I felt nothing, but I knew it was broke. Applejack turned to her sister. "Oh mah stars..." She trailed off and I felt sick, laying my head down as I felt my vision fade to black.

"No, Marsh stay with us... stay..." I fell limp, darkness overcoming me as I blacked out.

I opened my eyes, sitting up and being pushed back down. "Relax sugarcube..." I looked at Applejack sitting on the bed next to me, her hoofs on my shoulders, a worried look in her eyes. I looked around the room, and I guess it was her room. I looked at the blanket and noticed my left leg was on top of the covers, in a splint. I took some deep breaths and I felt her hoof on my hand. "It's alright, I got some medicine and you should be healed in a couple days." I sighed and laid back, being stuck in bed was not my kind of way to spend my days. "Here, Twilight brought that for ya." She pointed to my left and I smiled, a warm feeling coming over me. My guitar was leaning against the wall, and a book was laying on the side table. I raised my eyebrow and picked it up, reading the title.

"Daring Do and the Quest for the Sapphire Stone, huh, looks like a good read." I looked back over at Applejack and she looked sad, I felt a little bad, and put my hand to her cheeks. "What's up?" She didn't look at me, just staring at my leg.

"It's all my fault." She whispered, I almost didn't hear her. Her ears splayed against her head, her hat was on the bed post at the bottom and her hair was undone. She looked real guilty, as she thought she was cause of my broken leg. I put my finger under her chin, gently lifting her face up to me and she looked into my eyes, her green emerald eyes watering a little.

"It's not you're fault, I dove in to save you, but I think it would of done less damage to you then me." I looked at my leg, she was a lot more muscular then me, but I couldn't let her get hurt.

"Then why did y'all push me outta the way?" She was a little angry as she glared at me, I moved my hand to her cheek and leaned closer.

"Because, I couldn't let anything happen to my country girl." I smiled a little and she blushed, looking deep in my eyes. She moved a little closer, her tongue tracing her lips.

"I, I..." She moved closer, running her tongue over my lips before full out kissing me, straddling my chest as she pushed my head down with her lips. I caressed her face with my hands, as our tongues slithered around the others. She moaned a little as she got right into it, her tongue taking a liking my piercing as it licked around it. She pulled back, her orange cheeks turning pink as she blushed, sitting on my chest. She was a little heavy but didn't hurt me as she looked down at me, a smile on her face, I caressed her muzzled and she giggled. "Your a might fine kisser ya know." I blushed and looked away, my stomach growling and she blushed herself. "Hungry?" I nodded and she hopped off me onto the floor. "I will go make some supper for ya, you just..." She looked at my leg. "I doubt you're goin anywheres, so I will be back soon." I nodded and she left, I heard her hoofs on the stairs, and some lighter hoofs coming towards my room. I noticed the door open a bit, but I couldn't see anypony.

"Marshall?... Are y'all ok?" I heard a little fillies voice, a southern accent to it as I heard light hoof steps come close to the bed.

"I'm alright Apple Bloom, come here." She walked to the side of the bed and hopped onto it, she looked at my leg worryingly. I pet her mane, and tried to calm her a little. "It's alright, I will be fine in a couple of days, don't worry." I smiled and she returned it as she nuzzled my hand. She climbed on my chest and laid down, her head right under my chin as she cuddled into my neck. She was such a little cutie as she sighed and fell asleep on me, I covered her up with the blanket and laid back, just listening to the night time noises. I heard hoof steps come back up the stairs, stopping before I heard muttering as Applejack walked towards her room and walked it, a plate of food on her back as she looked in.

"Aww, shucks, she really took a liking to ya Marsh." Her eyes closed a little as she looked on to the super cute scene in front of her. Apple Bloom lightly wrapped her forehoofs around my chest, rubbing her cheek into me. Applejack walked up, setting the plate with pasta on it onto the bed. I picked it up and chowed down on it, Applejack getting onto the bed as I ate the food she made me, putting the empty plate on the night stand.

"Thanks AJ." I looked at her as she pet Apple Blooms mane. She cuddled into me, lifting the covers onto her as she cuddled into me. "Ready for bed?" She laid her head on my shoulder and slowly nodded. I leaned down an kissed her on the forehead. "Nighty nighty, country girl." She smirked and sighed, drifting off to sleep and I soon followed. _Tomorrows going to be a boring day..._


	17. Laying In Bed

**Sorry for the late update! I had something come up and didn't get a lot of time to write this. Spitfires Lust might not be up till tomorrow, but I will shoot for today. I had a deleted scene between Marshall and Apple Bloom, just a start of one, and I might add it later, of not, depending if people want to see something like that. Anyways thanks for reading and don't forget to review! Any suggestions as to what you want to see next, or for any brand new stories! See you guys next week!**

I felt something small move on me. "Easy Apple Bloom, don't go an wake him up." A southern accented voice whispered. I smiled a little as Apple Bloom easily got off me, hopping to the floor, quietly heading towards the door. I felt the bed move a little, a hoof rubbing my cheek. "He looks so peaceful when he is sleepin." Applejack leaned down and pecked me on the cheek, her hoof trailing down my chest a little before she rolled off the bed, and I heard her hoof steps walking towards the door before she walked out and headed down stairs. I opened my eyes, taking a deep breath, looking out the window, the sun just peaking over the horizon. I groaned and was about to roll over, when I remembered my leg, and I pouted, sighing as the sun rays beamed into my eyes. I sat up, my stomach growling a bit as I heard the door open down stairs, Applejack's and somepony else talking back and forth. I looked over to the side table, and picked up the Daring Do book laying there. _Might as well._ I opened the page and started reading, really getting into it. I was so into it, I didn't notice the door open and somepony walked in.

"Marsh... Marsh?" I looked up, snapping out of my little world to Twilight looking at my leg. I smiled as I saw she had a tray of breakfast for me. She noticed me looking at her and she smiled, setting the tray down with her magic. "How you holding up?" She gently got on the bed, tucking her hoofs under herself.

"The way you girls lay like that, its super cute." She blushed and looked away, and I chuckled. "Anyways, I'm doing good I guess, as good as I could with a broken leg." I looked at it and sighed, but soon smiled as I saw Twilight made me pancakes. "Mmm, thanks Twilight, this looks delicious." She smiled and I dug in, savouring the taste as she looked on, smiling herself as I enjoyed it. I swallowed what I had, and wiped my mouth. "You girls spoil me." Twilight giggled and shook her head.

"You deserve it, besides, who else will make you breakfast? You can't exactly move around that much." She smirked as I finished, lifting the tray with her magic and putting it at the end of the bed. I licked my lips, my piercing rolling against my upper lip as I looked around the room. "Ah I see you read a bit of the book I left you, you mind reading it to me?" She put her ears to her head, a small smile on her face as she begged and I smiled, looking at her cute face.

"Sure, why not, come here." She crawled up and I wrapped my arm around her, her head on my left peck and I picked up the book, putting in front of her face and I started reading. "As Daring Do trekked through the tropical jungle..." After an hour or so, I closed the book, prompting a sigh from both of us, the book finished and she looked at me and smiled.

"I read that book a thousand times, but your voice makes it all the better." She snuggled to me and I hugged her.

"Hehe, I hafta agree." I looked at the door, and in walked Applejack, a heart warming smile on her muzzle as she walked towards the bed. "Y'all have a real nice voice for readin." I blushed, scratching the back of my head in embarrassment, both girls giggling.

"Well thanks for letting me stay the night, I would like to head home if you don't mind." Both the girls look at me as if I had two heads. "Uhh, I can teleport, remember?" Twilight blushed and rolled her eyes, and Applejack brought her hat down over her face, both girls speaking at the same time.

"Oh yea..." We all shared a little laugh as I looked down at Twilight.

"Can you take my things back? I won't be able to stand up and hold them." I shook my leg lightly, to drive my point home and she nodded.

"I will be there soon after you, alright? And don't stand on that leg." I nodded as she hopped off the bed, and my hand glowed, my wings appearing. Applejack looked on in awe, and I spread them, shaking them out, getting the feel for them again.

"I will use these baby's in case I need to, I won't ever touch the ground." She smiled and my both my hands glowed, and I focused, picturing my room and a white light flashed as I teleported, my wings flapping as I appeared in my room, just hovering above the floor. I looked at my bed, lightly landing on it, my hand glowed and a pillow went under my foot, propping it up a little. I sighed, as I was alone, before my hand glowed, and I focused hard, a book soon floating in the doorway, I took it and smiled. "The next book in the Daring Do series, sweet." I opened it and laid back starting to read it. I felt a little tired, and drifted off mid-way through the sentence.

I fell to the ground, pain shooting up my leg as I heard laughter, and I knew who it was. _Gilda! _I flipped over, looking at the griffon, she was standing over me, her claw bloody. I looked down, my leg torn off at the knee, and I started breathing heavily, I closed my eyes, my body convulsing a little as I squirmed backwards, reaching for my sword, but I didn't find it. I moved back further and she grinned thrusting her claw into my stomach, her claw marks leaking blood as she held it in me. "Haha, prepare to die, dweeb." She pulled her claw and forced it towards my head and I cowered, closing my eyes yelling a little as a white light flashed in front of me.

I felt something touch me, rubbing my chest, some fur tickling me. I moved, trying to get away and I felt it push me down, something else moving to my cheek. I opened my eyes and saw nothing, it was pitch black, and I felt groggy, I lightly sobbed and tried to move. "Shh, shh, it's ok Marshall, relax..." Twilight's light voice soothed me, as I felt a cold sweat on me. I must of been acting my dream out again. I reached out in the darkness, when I felt something soft, and I tried to grab it, needing comfort as I had a small anxiety attack. I felt the bed shift, and her two hoofs wrapped around my head, one caressing my cheek as she held my head to her chest. I shook sightly, my anxiety attack getting to me as I felt scared for no reason. She ran her hoof on the top of my head. "Shh shh, it's ok, it's ok..." I felt a little better, being close to her. I felt my mind fog up a bit and I let her read my mind, getting the answers she needed. "Ohh, don't worry, you are ok now, don't cry Marsh." I nuzzled her, hugging her tightly and I breathed deeply, calming down.

"Tha... Thanks Twi..." She kept on brushing my hair, and I slowly calmed down, my breathing returning to normal. "God damn..." I sighed and felt tired, crawling upwards right under her chin. She ran her hoof down my back and I soon drifted back to sleep.

I awoke, not opening my eyes as I felt something soft and warm, slowly moving my head up and down. I rubbed my cheek into it, and I soon felt a hoof on the back of my head. I opened my eyes, seeing purple fur, and Twilight's hind hoofs. I closed my eyes again, hearing her slow steady heart beat. I sighed, turning my head, looking up at Twilight looking down at me, a small smile on her muzzle. "Hey Marsh, how are you feeling this morning?" I nodded, sighing as I brought my hand up to her muzzle, lightly caressing it.

"Thanks Twi, I haven't had any thing like that in a while, sorry you had to see that." I felt bad, letting her see me like that. She put her hoof to my cheek.

"Nonsense, you needed somepony to comfort you." I smiled and leaned up, kissing her on the cheek and laying my head on top of hers. "I will always be here for you ya know." I felt a tightness in my chest, and I wrapped my arm around her chest.

"Thanks Twilight, you're the best." She giggled and nuzzle me and I looked down at her, her lavender eyes staring up at me. She leaned up and I smirked, putting my hand on her shoulder, pulling her to me, our lips connecting as I closed my eyes, savouring the taste of her lips on mine, putting my hand to her cheek and tilting her head slightly to the side. I broke the kiss and looked at her, she had a small smile on her face, and she nuzzled into me. I looked out the window, the sun just coming over the Everfree forest. I shuddered as memories flooded back of the place and my most recent time there. I shook my head and I my stomach growled. I heard Twilight giggle and she rolled out of bed, her hoof lightly clicking as they hit the wooden floor.

"I will make you breakfast, alright?" I sighed and she looked at me. "Unless you want to get up and do it?" She smirked, her teasing prompting a smile from me. "That's what I thought, you have been through a lot since you got here, you deserve a little break." I nodded as she left the room, and I sighed, being left alone. I laid back, resting my head against my pillow, looking up at the ceiling when I heard some talking coming from the main floor. I listened hard and heard light hoof steps coming up the stairs, I closed my eyes, thinking it was Twilight looking for a book, but I heard a light knocking on the door.

"Come on in." The door creaked a little, light hoof steps edging into the room.

"Hi Marshall..." A quiet voice said, making me listen and I knew it was Fluttershy. She slowly walked towards the bed and I sat up, looking at her, smiling. She had her head down, glancing at my leg, her eyes getting wider.

"Hey Fluttershy." I noticed her looking at it, her eyes watering a little. "Hey now, don't worry about me, I will be fine now." She looked at me and smiled.

"You can make almost any situation better." She closed her eyes and smiled, I yawned and she came closer, sitting next to the bed,k putting her hoof on my hand. "So how you holding out? It must be boring, laying in bed all day." I sighed and nodded.

"Yea it is, but Twilight is keeping me company, but at least I didn't break my arm." She raised her eyebrow, looking at me questioningly. "Because if I did, I couldn't play any music!" She smiled and giggled. Her own smile made me feel warm inside, and I chuckled. I heard more hoof steps coming up the stairs and I smiled, my stomach growling as I was really hungry. Twilight came trotting into my room and me and Fluttershy turning to her and smiling. "Thanks Twi, you are the best." She blushed and set a tray right in front of me. I ate my breakfast Twilight made me quickly, but savoured the taste of it as I finished, hovering the tray to the floor in the corner. "Mmm, thanks, that was delicious." Twilight smiled, getting to her hoofs.

"Well, I have some organizing to do, you mind helping me for a sec Fluttershy?" Fluttershy shook her head and got to her hoofs, following Twilight out of my room. I looked around and spotted my guitar on it's stand. I smiled as my hand glowed, a small spot around the neck also glowed as it lifted up and came over to me, the cable already in it. I leaned over to my amp and switched it on, looking at my docking station for a good song to play. I scrolled slowly, before I found a song I wanted. _Wake me up When September Ends, by Green Day, perfect. _I started playing, and singing along to the song just taking it easy. I didn't notice Fluttershy walk back into the room as I sang the chorus, she lightly got on the bed and I zoned back in, she lightly waved her hoof, singling me to continue on. I grinned and continued, my hand moving fluidly over the strings as I finished it, I leaned over, turning off my ipod and looked back at Fluttershy. Her eyes were closed and she was smiling, her head slightly tilted to the side. I put my guitar on the stand, and noticed she was a little closer, her fore hoofs on my right leg, her cheeks a bit pink.

"Hey, I.. I was wondering, if it's all right with you, could you read me, this?" She picked up the Daring Do book I was reading in her mouth, cutely holding it and looking at me, her eyes sparkling and a smile on her face. I felt warm inside and nodded, taking the book form her as she squeed and hopped next to me, snuggling into my left side as I laid back, opening the book and began to read, she laid her head on my chest and sighed, just listening to my voice.

I was half way through the sentence when I looked down at Fluttershy, her eyes were closed and she was lightly breathing. I smiled and floated the book over to the side table and wrapped my arm around her, feeling a little tired myself as I laid back, her head just over my heart. I closed my eyes, and quickly fell asleep next to her.

I sat up, looking around the darkness and I smiled, seeing this before. "Hi Luna." I said into the darkness, and a giggle was the reply. Luna stepped into my field of view, and she was smiling.

"I guess I need to change this up huh?" I chuckled and looked at myself, my leg was looking normal and I stood up very carefully. She looked up at me as I stood a couple inches taller then her, I bent down and hugged her, wrapping my arm around her neck and holding her tightly. "I heard what happened, I'm glad you are ok." I pulled back and looked at my leg.

"Could you fix my leg at all?" I looked at her and she shook her head, making me sigh. "I guess I will just have to wait." I felt something rubbing my stomach and I looked down, seeing nothing. I raised my eyebrow and smiled. "Fluttershy huh?" I looked at Luna and she giggled, nodding.

"Come on, time for you to wake up, seems she wants to cuddle with you." She walked up to me, getting on her hind hoofs and getting close to my ear. "Something I want to do soon." She nipped my ear and got down, a light pink blush on her cheeks. I smirked and bent down looking her right in the eyes, putting my left hand on her shoulder, and the other on her cheek, leaning in and kissing her right on the lips. She was a little surprised but soon leaned in, moving her lips to mine and I felt myself wake up.

I opened my eyes and Fluttershy was on top of me, the blanket covering us, her lips on mine as her tongue entered my mouth, her hoofs right above my shoulders. I closed my eyes and brought my hands to her sides, lightly holding her as I moved my tongue around hers and she pushed harder. _Wow, she is really getting into it. _I moaned deep in my throat, and she tilted her head to the side, allowing better access for the both of us, her muzzle lightly rubbing my cheek. She pulled back, and I opened my eyes, looking into her innocent cyan eyes, her cheeks a light pink as she panted a little, a smile on her muzzle. "Wow..." Her smile wide as she looked at me, laying down on my chest, her head on my shoulder. I ran my hands up to her back sides, rubbing my hands up and down her, prompting a sigh from her. "Mmm, that feels good." I smiled as I rubbed her sides and she lightly giggled. "That tickles a little." I then wrapped my arms around her, interlocking my fingers and I sighed in content.

"This is a way to spend time huh?" Fluttershy nodded, her cheek tickling my shoulder. "So, you have anything to do today?" She eeped a little and pulled her head back a bit, her cheeks red. "I thought so, don't worry about me Flutter, I will be here usually all day, for the next couple of days. If you want to see me, I will be here, ok?" She looked at me, smiling and nodded.

"Thanks, you're the best." She wrapped her hoof around my midsection and hugged me, closing her eyes as she nuzzled her cheek into my chest. "I will see you later, ok?" She pulled back and I nodded, smiling at her. She smiled and closed her eyes, leaning up to me and quickly kissing me on the lips. She hopped off the bed and trotted towards the door, looking over her shoulder. "Bye Marsh." Her cheeks were a light pink as she turned around and left. She left the door open, and I looked at the window, my hand glowing and it opened, a slight breeze coming in and filling my nostils, the smell of outside making me smile.

I sat up, my magic lifting a pillow to the floor to rest my foot on as I sat up, feeling a little woozy as the blood started circulating better. I sighed, looking around my room, my sword laying on my dresser, and right next to it was the watch the girls gave me. I smiled and looked at my leg, frowning as I felt bored. "Man I'm bored." I laid back down, staring at the ceiling when I heard light hoof steps, then a light knocking on my door. I looked towards it, seeing light crimson bow tie. "Hey Apple Bloom, what's up?" She walked around to the right side of my bed and hopped up, looking me in the face, a light pink blush on her muzzle. I raised my eye brow and sat up. "Something you wanna talk about?" She looked away and nodded, she was trembling a little in nervousness. My hand glowed and closed the door, shutting the window and closing the blinds, the lamp turning on next to me as I looked at her. I looked at the door and it glowed red for a couple seconds, before I stopped and looked back at the nervous filly. "So, what's bothering you?"

She looked away, and I pet her head, running my fingers in her hair then down to her cheek. "Promise not to tell anypony bout this?" I nodded, as she looked at me, a worried and hopeful look in her eyes.

"Cross my heart and hope to fly, stick a cupcake in my eye." My hand doing the movements, this seemed to set her at ease and she got onto my stomach, sitting down and looking up at me.

"Thanks. Well, recently... I felt a little weird, i... in my tummy. It doesn't happen all the time, only when I'm round somepony." I smiled, someone has their first crush.

"Well do you like that somepony?" She looked away and nodded, her muzzle entirely pink. "It means you have a crush on somepony, that you really like them." She sighed, her exhale a little stuttered, and her heart was racing. I raised my eyebrow and opened my eyes wide as she looked at me. _No, there is no frigging way. _Her eyes couldn't stay on me, and I felt her breath heavy, a weird feeling coming up in my chest. I gulped. "Do... do I know them?" She blushed harder and nodded, closing her eyes as she shook a little. I brought my hand to her cheek and she opened her eyes, looking at me as she started to tear up. _She has a filly crush on me. _"When did you start having these feelings Apple Bloom?"

"Ah, ah don't know, ah always liked you, but never strongly until Applejack an me had a girl talk, the other night while you were a sleepin. She was talking bout how nice and kind you were, dashin in to save her from the branch, and..." Her voice trailed off as she blushed harder, gulping and licking her lips, looking away. What the the hell was I supposed to do now? If I did anything, Applejack would kill me, if I deny her out right, I would hurt her feelings, what to do. "And she said how a gentleman you are, massagin her back for her, makin her feel like a princess." I blushed, looking away as she went on and on. "And how a mighty fine kisser you are." These words scared the hell out of me, my heart skipped a beat as I looked at her, she was closer, sitting on my chest now, her eyes full of want, and I didn't know what to do. My own breaths coming in quicker as she edged closer to me, her lips lightly apart and I squirmed a but, when I felt her hoof on my lips. "Shh, it's ok Marsh, I won't tell anypony, alright?" I looked at her, those brilliant gamboge eyes staring into mine, her lips inches from me. I felt her breath on my lips as I traced my tongue over it, her eyes widening as she saw my piercing. "Oh my stars, is that a... a?" I nodded and rolled it out, her eyes following it's movements as she breathed harder and put her hoofs on my shoulders, an inch away from my lips as I closed my eyes and let her do what she wanted. I felt her small lips on mine, and she shuddered a little as I had her first kiss. She started moving. _I guess Applejack told her some things huh? _I sighed and put my left arm on her side, moving the other to her cheek, tilting it to the side as I felt her tongue lick my lips. _Man,Applejack taught her a lot. _I opened my lips, letting her tongue enter slowly and pull back a bit once it hit mine. She soon pushed my head back and moved her small tongue around mine, feeling the ball rub against her tongue. She pulled back, and I looked at her, her face flustered as she looked at me. "Wow... that felt..." She smiled and I blushed looking away. "What's wrong Marsh? Was I really bad?" I looked at her and shook my head.

"No, that's not the problem, it's that, I'm nineteen and you are just a filly, I have no clue what the laws about that here, but back home, I could be in jail." She blushed and looked at me, shaking her head.

"Well, I don't plan on tellin anypony, so ah think you will be fine." She smirked and looked at me, making me feel a little weird. She was still blushing as she looked at me. "Applejack was right ya know." I felt a little guilty, having her first kiss as old as I am. She giggled as I blushed hard, and she sat back, giving a little sigh of content. She jumped off the bed, looking back at me. "Well, I have to get goin, ah will see ya later Marshall." She smiled and I felt a little funny, I nodded and opened the door with my magic and she left. After a minute or so, I hit myself in the forehead.

"What the hell was I thinking? Letting her do that, man..." I thought about it. "But she didn't seem to mind at all." I sighed and shook my head, thinking about the things that could happen to me. _Applejack would kill me if she found out, and Big Mac, I don't even want to know what he would do to me. _I felt real guilty, my anxiety kicking in but I took a couple of deep breaths, calming myself down and I looked at my guitar, smiling as I leaned over and picked it up, putting the strap over my shoulder. _A little music will calm me down. _I scrolled through my songs, looking for just the right one. I rolled over the title. _Perfect. Boulevard of Broken Dreams, by Green Day. _I started playing and singing, my head moving with the slower beat. A smile coming to my face as I closed my eyes, enjoying song, feeling al my worries get flushed out of me and replaced with a good feeling of content as my fingers moved over the strings. My right foot moving a bit to the beat, keeping me in time with the song, my right hand holding the pick tight enough so it would fall out of my grasp as I kicked into the solo, just rocking out as I was in my own little world. The song soon finished and I heard hoofs being hit together, I looked up and Octavia was sitting at the end of my bed, my face lit up as I turned off the docking station and floated my guitar over to it's stand with my magic. "Tavi!" She smiled and crawled up and hugged me., I wrapped my arms around her back, lightly rubbing my right hand up and down her.

"I missed you Marshall..." She hugged me tightly and I put my face in her mane, smelling the strong metallic smell. She pulled back and looked at my leg, a worried look on her face.

"Don't worry Tavi, I will be fine in a couple of days. But this is a pain to have this dumb thing, man I hate this room right now." I chuckled and she giggled, rubbing her hoof on my chest. I looked out the window and it was dark, a light knocking at my door startled me and I looked over, and saw Twilight standing in the doorway, a small smile on her muzzle.

"Hungry you two?" We both nodded and Octavia hopped off the bed, and I followed, my hand glowing making my wings appear and I floated up a bit, over to my dresser and pulled out a pair of pants, quickly putting them on and followed the girls down to the kitchen and saw Twilight made a wonderful supper for all of us.

"Looks deliciuous Twi." _I have to get her something, I will ask Luna tonight. _We sat down and started eating, Twilight and Octavia talking about some girl things and how they were doing, what they were up to and the such. I zoned out a bit, my mind wandering a little that I didn't notice I was picking at my plate with my fork for about ten minutes until I saw a grey blur in front of my eyes. "Huh? I looked up to both mares with concerned looks on their faces. "Sorry girls, just lost in thought." I yawned and streched, my wings spreading, prompting both girls to blush. I smirked and looked flew up a bit keeping my leg off the floor. "You girls like my wings?" They both nodded and I chuckled. "Well, I'm beat, I will see you girls tomorrow. Night, sweet dreams." I lowered myself down a bit, just enough so I could hug the girls good night. They both hugged me, one on either side and I smiled, before flying towards my room, and closing the door a little behind me, sitting on the edge of the bed and removing my pants carefully. I dissipated my wings, then I laid back and my hand glowed red in the dark, and a blanket lightly floated on top of me. After a couple of minutes I heard whispering and the door to my room opened, I remained still and I heard two sets of hoof on the floor. I concentrated, my vision under my eye lids slowly outlined the room and the two mares coming on either side of my bed. I felt the blanket get pulled back and both girls easily got in, wrapping one hoof around as they got comfortable, Twilight putting the blanket over all three of us and I heard them both sigh before I fell asleep.

I opened my eyes, looking around into the darkness. "Hey Luna?" I called out, my voice echoing through the empty void and I heard hoof steps behind me and felt hoofs go over my shoulders. "Nice way to say hello Luna." She giggled and she nipped my neck.

"Hey Marshall, how are you?" She hopped down me and I turned around, looking at her.

"I'm doing fine, but I need to ask you something. I want to get Twilight something to say thanks for taking care of me, a book or something." She thought about it for a bit, before having a bit of debating in her head.

"Well, there is a private library in the castle, I will speak to Celestia and ask her." I smiled and hugged her.

"Thanks Luna, I owe you one." She wrapped her hoofs around me and rubbed my back as we hugged and I felt my sleep slipping. "I will see you soon Luna..." A white flash made me close my eyes and I opened them again soon after to look at my ceiling.

I smiled and looked at my arms, Twilight on my right, and Octavia on my right, my arms running down the lengths of their bodies. They both had one hoof on my chest, and were lightly rubbing them up and down. "Morning girls." They both giggled and I looked down at them, they were looking back up at me, their eyes twinkling a little. "Mmm, what a way to wake up, two beautiful mares that I get to cuddle with." They both blushed and giggled, before Twilight leaned up and pecked me on the cheek, rolling out of bed.

"I will make breakfast." She stretched and trotted out the room and I looked down at Octavia, she was smiling, looking at me and I nuzzled my cheek into her hair.

"I love cuddling in the morning, you know that?" I smiled and chuckled. _Who doesn't love cuddling in the morning? _I sighed and she crawled on top of me, laying herself out and I wrapped my arms around her, holding her close to me, both of us just enjoying being close to each other. I started rubbing my hands up and down her back, and she sighed. "Mmm, you are going to have to give me a massage later." I chuckled and I soon smelled breakfast, my mouth watering and Octavia hopped off me and I put my feet on the floor and Octavia gasped. "Oh my gosh, you're leg!" I looked down, and felt... nothing. I smiled and wiggled my foot, and slowly stood up, my leg had a dull pain but nothing serious. I looked at her and she was a little worried and I stood up, stretching and smiling.

"Finally, my leg is healed." I looked at it and my hand glowed, the cast around it glowing the same red colour and broke in half, and I sighed, moving my leg a little as I got used to having nothing on it. "Man, I can't wait to get out of this place now." Octavia smiled at me and I walked to my dresser, picking out some clean clothes and headed towards the shower. "I will be down in about ten minutes." She nodded and headed to the kitchen. I got into the bathroom and closed the door, turning the water on hot and stripped down, getting in the shower. I smiled and sighed, getting clean for once in a couple of days really make you feel good. I soon finished and stepped out, drying myself off and got dressed. I opened the bathroom door and heard the two girls talking.

"Really? We haven't gone that far... Is... is he good?" I heard Octavia say, not knowing I was out. Then I heard Twilight speak.

"Yea, his tongue feels really good, and his fingers, oh boy, beats hoofs by miles. He can be really gentle, but he can also make you squirm and break down moaning if you want him to." They both giggled and I breathed deeply, my cheeks flustered. _So they do talk about that... _I smiled, my hand glowing as a white flash filled my vision and I teleported beside the two girls.

"Hey girls, what ya talking bout?" I smiled and looked at them, both of them jumping a little, Twilight looking at my leg and smiling.

"It's all better!" I put a bit more weight then I should of, a little pain shooting up my leg and I cringed.

"Well, not quite, but I will live." She nodded and we sat down, eating the delicious as always breakfast that Twilight made. I soon finished and lifted my plate to the sink with my magic. I hugged Twilight. "Thanks for breakfast Twi, I think I'm going to get some fresh air for a bit, later!" My hand glowed and my wings appeared and I took off flying before stopping, coming back and giving a hug to Tavi. Then took off again, the doors opening, my eyes taking in the detail of the start of the fall season. I took a deep breath, taking in the fresh air, looking over the houses, the ponies walking around, and the landscape in the distance. I smiled and started flying, up to a cloud and I sat on it, my hand casting the spell to allow me to do so. I sat down, looking around, a couple pegasi flying around, except for the one I was looking for. She was on the ground, trotting towards Ponyville. I smiled, my hand glowing and the all to familiar white flash filling my vision as I teleported a couple meters to the side of her, didn't want to startle the timid pegasus. She gasped and looked at me, I was smiling and opened my eyes. "Hey Fluttershy." She looked at my leg, her surprised look turning into a beaming smile.

"Marshall! You're leg! It's all better!" She jumped up, her wings flapping out of excitement and wrapped her arms around my neck, her head going over my right shoulder. I wrapped my arms around her and spun around before taking off into the sky. She whimpered a little and I landed on a cloud, laying back as she gripped me tightly.

"Hey Fluttershy, it's ok." She opened her eyes and looked at me. "Too fast?" She blushed and nodded, her muzzle a light pink. I smiled. _She looks so much cuter when she is blushing. _I leaned down and kissed her on her nose, prompting a giggle from her. She pushed her head up, putting her lips to mine and pushed me down, as she tilted her head and drove her tongue into my mouth. _Man, I have never seen her so assertive. _I smiled and brought my hands up to her shoulders and started kneading them, and I felt her moan in my mouth. She pulled back and laid down on me, lightly sighing.

"Alright Marsh, I had better get going." I nodded and picked her up and she clung to me and I jumped off, my wings flapping to slow me down and I soon landed, and was about to let Fluttershy down when she leaned up and kissed me on the lips, just a little peck then she hopped down and smiled at me. I waved good bye and saw a particular pink pony.

"Hey Pinkie!" She saw me and gasped, running at me and jumping into my arms. Her pink curly mane filled my face as I cradled her in my arms.

"Marsh! What are you doing out here? You don't have your cast anymore, does that mean it's healed? It must be! Because you are standing on it. Here follow me!" She hopped down and I followed her into town. We headed towards Sugarcube Corner, and she opened the door and I walked in behind her. I heard noises coming from the back kitchen but Pinkie grabbed my wrist in her mouth and pulled me towards the stairs. I looked down at her, her cheeks red as she pulled me up the stairs and into her room. I looked around and she closed the door, a metal clicking sound behind me and I spun to face her. She was looking at me with a seductive look as she walked up to me, her hips swaying, her eyes lids half lidded. She pushed me back and I looked at her. "You have got out of it for too long." She licked her lips and I smiled.

"If you wanted that, you could of asked. But were doing this my way." I smirked and grabbed her shoulders and threw her on the bed. She giggled as I leaned down putting my lips to hers, starting to unbutton my pants and I felt her hind hoofs pulling my pants down. I pulled my lips back, and smiled at her. "Somepony is a little frisky." She giggled and I let my wings disappear, then I removed my shirt. She cooed and rubbed her hoofs on my chest, and I smirked, thrusting my hips forward, making her gasp. I felt a wetness on my cock, her marehood dripping onto my boxers and I leaned down, spreading her hind hoofs and I saw her glistening lips. They were tight and wet, I looked up at her and leaned down, keeping eye contact as I traced her lips with the tip of my tongue.

"Ahh!" She pushed her hips to my mouth, and I put her lips in my mouth, staring deep in her eyes as I slowly stuck my tongue into her, her tight walls clenching my tongue tightly. "Ohh sweet Celestia! You're tongue feels sooo good." She whispered, trying to keep her voice down as my tongue spread her velvety walls. I grabbed her butt, pulling her closer to me. She put her hoof to the back of my head and pushed me down harder, grinding her hips to me. I pulled back, circling her clit with my tongue before licking my lips, cleaning her juices from them.

"You like that huh?" She nodded, her face flustered as her cunny quivered from lack of attention. I smiled and dove back in, my thumbs spreading her lips apart, allowing me to dive deeper, wiggling my tongue deep inside her. She started humping my face, and I pulled back, bringing my right hand to her lips and slowly inserted a digit, my mouth moving up to take her clit into my mouth, quickly licking over it as I fingered her slowly. She gasped and humped faster, her breathing coming quicker and I felt her walls clamp down and removed my fingers, replacing them with my tongue and my thumb rubbed her clit as I felt her honey leak quickly out.

"I'm...I'm going to cum Marshall... Don't stop... please!" She whispered loudly, and she bit a pillow, muffling her squeal as I moved my hands to her thighs, keeping them open as she squirted into my mouth, my tongue circling her sex as she spasmed. "Ohhh yes... Lick my juices up..." I smiled and drank her juices down, and she soon stopped. She breathed heavily, and I leaned up, kissing her on the lips, letting her taste herself. "Mmm." She moaned in my mouth and I pulled back, my cock poking her belly. She looked at it and her eyes went wide as she gasped. "Oh my gosh! It's so... big..." She licked her lips and pushed me back, taking my boxer waistband in her mouth as she pulled back, my cock booping her on the nose. "Oh wow..." She licked up my shaft, and it twitched, prompting a giggle from her. She made it to the top, and licked around the head, looking me in the eyes and nodded her head towards me. I smiled and put my hand on her head, pushing her down as she took my cock into her mouth and started sucking.

"Ohh Pinkie..." She moaned deep in her throat and I pushed her a little further, she stopped and breathed deeply, swallowing and took my cock deep in her throat. I gasped and she clenched her throat around the head, prompting a shot of pre to shoot into her throat. She pulled back and kissed the head. I looked at her, wondering why she stopped when she straddled me, rubbing her mare hood on my cock and I grinned, grabbing my cock and lined it up and she sat down, my cock head slipping past her tight ring. "Ahh!" We both gasped and she went a little further, until I felt a barrier inside. "You're... still a virgin too?" I looked at her and she nodded. "This is gong to hurt a little." She nodded and pushed harder and I felt the skin barrier give and she went wide eyed, her tears welling up in her eyes, and she leaned on me.

"Ohh... that hurt..." I hugged her, stoking her back and comforted her, letting her get used to my size. "Alright, continue." I nodded and put my hands on her hips, pulling her down a bit more and she gasped. "Ohhh that feels good." I went right to the roots, my cock tip kissing her cervix and I pulled back, before slamming back inside, her walls clenching me as I started fucking her. I sat up, pushing her back and grabbing her hind hoofs and I returned to pounding her little pink pussy. She moaned and gasped as I fucked her, my cock twitching in her and I felt my ball churn, ready to shoot it's load. "Please don't stop, I'm almost there... Ahhh!" I felt her walls clench my cock, rhythmically twitching and gripping my cock, my cock lurching hard and I felt my cum start to come up. I pulled back, and moved to her mouth, and stuck it in, letting my cum go inside her. I looked into her eyes as she took my load into her mouth, swallowing all I had to give her. I brought my hand to her mane, petting her as her tongue swirled around my cock, my cum running over her tongue. It soon stopped and I fell back, panting as Pinkie came up next to me, cuddling into my side as I felt tired. I looked down at her, she had a look of content on her face as she slept. I chuckled and sat up, getting dressed and covered her with her blanket, leaning down and pecked her on the lips.

"Have a nice sleep Pinkie..." I tiptoed out of her room and down the stairs then out the door. I stepped outside and noticed I forgot my sword at home. I face palmed and my hand glowed, wings appearing and I flew towards the library. I soon arrived and flew up to my window, my hand glowing and my sword floating off my dresser and I grabbed it, strapping it to my back and I flew up high, landing on a cloud and decided to take a nap. I laid back when I felt something land on the cloud I was on. I opened my eyes and saw Derpy! She was looking at... umm, I wasn't sure but she smiled and I sat up.

"Marshall!" She hugged me on the side and nuzzled her cheek into my shoulder. I wrapped my arm around her and held her tightly.

"Hey Derpy, how goes it?" She smiled and I returned it, her care free nature was nice to have around.

"Pretty good, mail hasn't been too busy, so I'm off for the rest of the day. You wanna... do something... or something?" She was blushing a little, her eyes looking straight at me, when I nodded and she smiled, her eyes crossing again.

"What did you have in mind?" She looked around, her cheeks pink and she gulped a little. She relaxed when I brought my hand to her mane.

"Well, I heard you are a musician, I was wondering if you could play me something?" I nodded and grabbed her tightly.

"Alright, close your eyes." She did as I told her and my hands glowed, teleporting us both to my room and I set her on the bed. I sighed and looked at her, she still had her eyes closed and I snickered. "You can open you're eyes now Derpy." She opened them and gasped, looking around the room.

"How?" She looked at me, my red wings and glowing hands.

"I can use magic, thought you would of known that, sorry." She looked at my wings as they spread when I stretched, her own wings extending a little. I chuckled and she blushed hard, retracting her own wings. "Don't be embarrassed, I got Rainbow and even Spitfire to do the same thing." She giggled and I picked up my guitar, sitting on the bed and she crawled up next to me, laying her head on my left leg. I looked at my ipod and it glowed red, the song list scrolling in front of my eyes, and I chose on she might like. _The Pretender by Foo Fighters, nice. _I started playing along, and she was soon humming along to the song. I got lost in my own little world, just playing the song, and I started to sing along as well, prompting a gasp from Derpy as she heard my voice singing the lyrics. "What if I say I'm not like the others! What if I say I'm not just another one of you're plays, you're the pretender, what if I say that I'll never surrender!" I hit the quiet part, my right hand moving quickly to strum the strings. "I'm the voice inside your head you refuse to hear. I'm the face that you have to face, mirrored in your stare. I'm whats left, I'm whats right, I'm the enemy. I'm the hand that will take you down, bring you to you're knees." The song soon ended after that, and I turned it off and looked at Derpy, she was blushing a little and smiling.

"You are a really good singer Marshall." She sat there as I put my guitar on the stand and looked outside.

"You wanna stay here tonight? It's looks pretty late." She looked outside and nodded. I dissipated my wings and removed my shirt, before looking back at her.

"You mind if I get comfortable?" She was staring at my chest and arms, when she snapped back and shook her head, and I removed my pants, shoes and socks. I walked over to the bed, one of her eyes looking at my chest, the other at my crotch and she blushed and looked away. I smirked and sat on the bed, she scooted over to the other side and I covered us up with the blanket and I laid back, my hands behind my head. After a couple minutes, I felt her inch closer, every minute, she inched even closer till I felt her body touch mine and her hoof slowly went over my body. I brought my right arm and put it down the length of her body. "Night Derpy." She jumped a little but nuzzled into my side.

"Nighty Marshall." I smiled and breathed deeply, soon falling asleep myself, wondering what tomorrow would bring.


	18. Trixie's Tricks

I opened my eyes, seeing the blonde hair that belonged to Derpy as she cuddled into me, she lightly giggled as I rubbed my hand, up and down her side. "Morning Marshall." She lightly stretched and I yawned, doing the same. She opened her eyes, and they were still their cute crossed, her smile an innocent one.

"Hey Derpy, gotta get ready for work?" She nodded and moved a bit before looking back at me, and I knew she didn't want to leave, but she sighed and rolled out of bed, her hoofs hitting the floor with a dull clack. "Well I had better get heading out too, I have somepony to see." As I was getting out of bed, Derpy had her saddlebags on her flank, and she was pulling them tight with her mouth. I went over to my dresser, getting some clean clothes when I felt somepony wrap their hoofs around my chest. I looked down, seeing the grey hoofs belonging to Derpy, she nuzzled her cheek into my back.

"Thanks for letting me stay the night, I will see you later." She whispered and hopped hopped down, trotting out of the room, leaving me alone. I picked up a saddlebag I modified to rest on the small of my back, picked up my goggles and put them on my forehead, got my clothes, sword, and a small bag of bits just in case and tip toed out of my room. Spike was asleep in his basket, his blue blanket wrapped tightly against him, rising and slowly falling to his breaths. I looked at Twilight's bed and smiled, she was wrapped up in a blanket, a pillow next to her as she had her hoof over it like the pillow was me. She was rubbing her cheek into it a little, a smile on her face as she slept. I tip toed over and kissed her on the forehead. She smiled, rolling on her back, her hoofs shooting up towards me, reaching for something to hold. Her smiled turned to a frown as she couldn't quite reach me, making me chuckle and I picked up the pillow, letting her grab it. She smiled and grabbed it, holding it to herself, rolling to her side and kissing it. I chuckled lightly, and went towards the bathroom, closing the door behind me. I turned on the water and stepped in, letting the hot water drain over me as I ran my fingers through my hair. I quickly got lathered up and washed off, stepping out and wrapping a towel around me, drying myself off. I got dressed, putting on a sweater and strapping my sword to my back, my bag of bits to my waist. My hands glowed, and I closed my eyes, thinking of the castle in Canterlot and a white flash happened and I felt like I was falling. I opened my eyes and I was in a courtyard and I looked around for where I was at.

"Intruder!" I turned around, lights flooding the yard from a wall above me, and I spun around, drawing my sword. I kept my head moving, looking for anything coming at me. I heard hoof steps and I spun around, a unicorn in armour was slowly walking towards me, and I took up a fighting stance. He looked to be a white unicorn, in silver armour with gold highlights, his face and flank covered so I couldn't tell who he was. His cerulean eyes did seem familiar though, but I shook it off. He smirked, and his horn glowed, drawing his sword. He narrowed his eyes and bent his front down, the sword swinging in front of him and I gulped, taking defensive stance. He smirked and came running at me, the sword swinging at me as I rolled out of the way, my sword swinging against his armour, but I hit a bad angle and it slid off. I jumped back just in time to look up and see the stallion ram me with his shoulder. I fell back and my sword slid across the floor, and I saw his sword come right at me. My hand glowed and I grabbed the blade, my magic acting as a barrier and I grunted, feeling the barrier dig into my hand. He pushed harder, and I gripped the blade, blood starting to leak from a cut that the barrier made in it. I yanked the blade and threw it across the room, my own sword glowing red as it came to my hand. I back rolled to my feet as he bucked for my face, I grabbed his left hoof with my hands and turned around, throwing him to the floor. He rolled and got up, shaking his head and came again his sword no where in sight and I closed my eyes, the room being outlined in front of my eyes and I saw his sword coming right at me. I jumped, landed on it and this startled him. I smiled and kicked down, making the sword go into the ground. I flipped in the air, my wings spreading as I charged at him, taking the offensive and I rammed into him with my shoulder, it hurt a little, but I sent him to the ground. I was about to attack, but his sword came back and almost hit me, forcing me to jump back as he got to his hoofs. He charged and I clenched, his sword swinging at me and I dodged, kicking him the side making him stumble a little but the sword came thrusting at me I narrowly avoided, time slowing as I moved quickly, swinging my leg and tripping him, slicing his sword right off at the handle as I back flipped to my feet and put the tip of my blade to his neck. He tried to crawl back, but I put my foot on his chest, pushing him down and he squirmed. He grunted and his eyes became wider as he looked at the tip of my sword.

"NOO!" I gasped and looked, a mare trying to get past two guards and I looked back at the stallion at the end of my blade. I closed my eyes, my better nature getting the best of me and I threw my blade across the floor, falling to my knees and prepared to let them do what they wanted. I heard the stallion get to his hoofs, other hoof steps running up to him and I closed my eyes, breathing shortly as I waited. I felt a hoof on my shoulder and I cringed. "Hey, were not going to hurt you, Marshall." I opened my eyes and looked at the pony who's hoof was on my shoulder. It was Princess Cadance! I gasped and looked at the stallion as he removed his helmet and saw it was Shining Armour! I felt really guilty, I almost killed Twilight's brother and Cadance's husband, I looked down and shook my head.

"But why did you fight me?" He chuckled and floated my sword over to me and I took it from his magic, sheathing it again.

"I wanted to see if you have what it takes to be the protector of Ponyville, and I dare say, you do." I smiled a little, taking the praise from a stallion I could of killed. "I didn't think you could do it, but you did, using all the things you have to your advantage. Your magic, and your wings." I spread them and looked back, the see through red feathers looked pretty cool, and I think Cadance like them because her own wings spread. Shining looked at her with a stifled chuckle, bringing his hoof to his mouth, and I joined in. She blushed and closed her wings, hiding her face in her mane.

"Sorry, they are just so big." I closed them and looked around, the guards no longer on the wall. "Anyways, Luna is expecting you, I will take you to her, follow me." I nodded and followed Cadance, waving goodbye to Shining. We walked into a hallway, my foot steps and her hoof steps echoing in the emptiness. "Sooo, Marshall, I heard you want to get something special for Twilight, you know, I used to foal sit her." I looked at her, she was up to my shoulder height so I didn't have to look down at her. I chuckled and smiled.

"Really? And yea, she helped me when I broke my leg, I want to pay her back with the thing she loves most." I looked at Cadance and she blushed, making me raise my eyebrow before I realized what she was referring too. "Not that! Books! She really like books so I plan on getting something from the Canterlot library." My cheeks were red and she giggled.

"You are pretty cute when you blush." This made my cheeks get hotter and I looked away. "Aww come on, I'm just teasing a little Marshall." I smiled and turned back to her, her greyish purple eyes sparkling a little as she looked at me, a playful smile on her muzzle. "Anyways, you treating my little Twilight alright?" She was a little more stern and I nodded, gulping.

"Ye... Yes Ma'am." She giggled and shook her head while looking up at me, giggling a little.

"I know you are, she sends me letters sometimes as well, keeping me up to date. Anyways we are here, Luna is asleep, but she should be waking up soon." She started to walk away, looking over her shoulder at me. "You can go in, I will see you later perhaps?" I nodded and grabbed the door knob, slowly opening the door and stepping inside. I heard a light breathing, and I looked at the bed. Luna was sleeping, her blanked tucked under her hoofs as she laid on her back, a smile on her face. I tip toed towards the bed, and undid my sword, laying it on her night table, my wings disappeared and I moved my hand to her face, lightly caressing it and her hoofs reached out towards me. I smiled and sat on the bed, her right hoof going around my stomach and she pulled me down to her. She sighed as she nuzzled her cheek into my side, her smile made me smile, a warm feeling coming over me. I looked down at her as she slowly opened her eyes, those moderate cyan eyes sparkling up as she looked at me.

"Hey Marshall..." She rasped a little, licking her dry lips as she blinked sleepily. I moved my hand to her side, slowly rubbing my hand back and forth over her. "Mmm, what a way to wake up." She closed her eyes and smiled as I ran my hand over her side.

"Good morning sleepy head, sleep well?" She nodded slowly, enjoying the feeling of my hand on her, my warmth on her face as she nuzzled me. "So, what did Celestia say?"

"Yes, you may take a book from the Canterlot library." I gasped and looked towards the door, Princess Celestia was standing in the doorway, a small smile on her muzzle as she looked at me and Luna cuddling in her bed. I blushed as I was in her little sisters bed but Celestia just giggled. "Here, I will take you to the library." I nodded and was about to get up when Luna grabbed me, pecking me on the cheek and I blushed, making Celestia giggle and I got up. I picked up my sword, strapping it to back and my hand glowed as my wings appeared and I stretched them a little, making Luna and Celestia gasp. "That spell, I have never seen anypony preform it before." Celestia walked up, her eyes glued to my wings as I spread them fully, prompting her own wings to spread. I looked over at Luna, her cheeks a dark red, her wings spread as she looked on. I felt a tingling pleasure run up my spine as Celestia touched them.

"Ahh." I looked at her, a seductive smile on her muzzle as she looked at me and giggled.

"Sensitive wings huh?" I closed them and my cheeks got hotter, making both mares giggle. "Anyways, let get going." I nodded and followed her out of the room and into the hallway, turning left and walking the stone hallways. "So how are you feeling Marshall? Your leg feeling better?" She looked at me and I raised my eyebrow. "Oh, I guess Twilight never told you about how she got where she is today, allow me to tell you the whole story..." After about fifteen minutes, we came across a place with a golden gate in front of it. "And I get her to send me letters, describing what she learned about friendship." I was amazed, the Twilight I know, was very different not to long ago. A pony who liked her books, but didn't have many friends. _Silly Twilight. _I chuckled and Celestia looked at the gate, her horn glowing and the gate opened. My eyes opened wide as I looked at all the old books that were in there. "I have one in mind, here." Her horn glowed, and a book floated to my hands. I looked at the book, it was a black book with star swirls on the cover, the binding was old rope and I felt a weird sensation as I held it.

"Wait, star swirl?" I looked at her, a small smile on her face as her mane covered one eye. "Is this from?" She nodded and I looked back at the book, a smile coming over my face as I knew Twilight was really going to enjoy this. I put the book in the bag I had, and hugged Celestia. She wrapped her hoof around me. "Thank you Celestia, I owe you one." She pulled back and shook her head.

"Anytime Marshall, anytime. I shall see you later, I have things to attend to." I nodded and let go, my hand glowing and the white flash blinded me for a second before I blinked and I was back in my room. I smiled and went towards the door, looking for Twilight. She was sitting at a low table, a couple stacks of books on either side of her, her eyes looking over the book in front of her. I walked down the stairs, and she looked over her shoulder, smiling.

"Hey Marsh, where did you head off too this morning?" I smiled and pointed towards my bag, making her raise her eyebrow.

"I picked up a little something for you, I wanted to thank you for helping me while my leg was broken." I reached back, pulling the book out and her eyes lit up, her hoof raising up and trembling.

"Is that... from... the Star Swirl The Bearded section in the Canterlot library?!" I nodded and she gasped loudly, her smile of pure excitement as she got up and tackled me. "Thank you! Thank you! Thank you!" She hugged me tightly, rubbing her cheek into me and I hugged her back. She got off me and I placed the book on her table, and I pet her head.

"Well, I will let you get some reading done, I'm going to make myself some food." She looked at the book, glancing at me, then back to the book. "Read Twi, I know you want to." She smiled and hopped up, putting her left hoof around my neck and the other on the back of my head, pulling my lips to hers, I pushed her back to the floor, her head tilting to the side and her lips started moving, I smiled and did the same, moving my hands to her sides as we kissed on the floor. I soon broke the kiss, pulling up and looking down at her, her cheeks were pink and she had tucked her hoofs to her chest, looking cutely at me.

"You're the best Marshall, I love you." She smiled and I picked her up, getting her up on her hoofs. I scratched the back of my head and grinned a little.

"Well you deserve it, helping me out when I needed it for a couple days, you deserve the praise Twilight." She blushed and looked at me, smiling. "Well, I'm hungry, I will see you later Twi." She nodded and I headed towards the door, stepping out and into the mid morning sun. I looked around, seeing all the ponies walking around, some starting their days, or going to do some shopping. My stomach growled and I rubbed it, before heading towards Sugarcube Corner. I walked towards it, my wings folded to my back, bit it still made a couple ponies stare at me, wide eyed. I chuckled to my self and spread them, rolling my shoulders and taking off into the sky a little, flying over the houses before landing in front of Sugarcube Corner. I smiled and closed my wings, walking into the shop and looked at all the different things they had. I then laid my eyes on a huge chocolate muffin, with small chunks of chocolate in it, my mouth watered as I looked at it, licking my lips when I heard a giggle from behind me.

"See something you like Marsh?" I turned my head and saw Pinkie Pie in a apron, and she was smiling. I nodded and pointed at the muffin that got my attention, she nodded and smiled, going behind the counter and picking it up on her nose, placing it on top of the counter. I smiled and my stomach growled again as I took my bag of bits off my belt and put ten bits on the counter.

"That should cover it, right?" She nodded and I smiled, picking it up and taking a big bite out of the side. "Thanks Pinkie, see you later!"

"Bye Marsh! See you later!" I waved goodbye and walked out, savouring the taste of the muffin and swallowing what I had in my mouth, walking back home to the library, eating the muffin that filled me right up. I finished it as soon as I opened the door, licking the rest off my fingers and I looked around the library. Twilight had the book I got her in front of her face, her horn glowing and it stood up on an angle, a smile on her muzzle and I walked past her, not wanting to disturb her as I climbed the stairs, tip toeing to my room. I closed the door behind me, looking around my room. I unstrapped my sword, saddlebag and bag of bits, placing them on the dresser and I picked up my bass, turning my amp, sitting on my bed, my back against the wall as I sat back, scrolling through my song list. _Hmm, Tom Sawyer by Rush, sweet. _I plucked the low string, the room vibrating a little from the low end and I smiled, my hands running over the neck as I played the song. "A modern-day warrior, mean mean stride, today's Tom Sawyer, mean mean pride." My right index and middle fingers plucking the strings easily. "Although his mind is not for rent, don't put him down as arrogant, his reserve a quiet defence. Riding out the days events. The river!" I added my ring finger on my right hand, doing triplets as I closed my eyes and played the song, getting to the nice bass and synth part, my left hand moving fluidly over the neck as I my right two fingers plucked the strings quickly, a smile coming over my face. The song ended and it rolled onto the next one, the music familiar and I knew the song title. _When You Were Young by The Killers _I stood up, my bass resting on my hip, and I started playing, my fingers alternating on my right hand and my left hand moved up the neck and my fingers pushed down the string on the frets. I looked up and saw Twilight standing in the door, motioning for me to walk out. I raised my eyebrow and did as I was told, walking out with my bass on onto the upper floor, looking down to see the mane six, Lyra, Vinyl, and Octavia all sitting at the bottom, smiles on their faces as I seen Vinyl had her two stacks of speakers on either side of the room, and a mic stand up in the middle. I blushed a little bit stepped towards it and the music started coming out of the speakers as well as my bass as I switched my cable to hook up to them. I started playing, making the girls clap their hoofs and I got right into it, moving around a little to the music, before I stepped up to the mic and started singing. "You sit there in your, heart ache, waiting a beautiful boy to, to save you from your old ways. You play forgiveness, watch him now here he come. He doesn't look a thing like Jesus, but he talks like a gentleman, like you imagined when you, were young." I looked at the girls, smiles on their faces as I sang my heart out, their eyes sparkling a little as I rocked out. "Can we climb this mountain, I don't know. Higher now then ever before I, know we can make it if we take it slow, that's thinking easy, easy now, watch it go! Were burning burning down the highway skyline. On the, lack of a hurricane, that started turning when you, were young." I rocked the song out, and it quickly ended, my ipod floating up to me as my hand glowed and I scrolled through the list. I picked something I thought the girls would like. _Freebrid by Lynyrd Skynyrd. _The song started, the acoustic guitar and the drums, got my head going to the beat. My hands moving fluidly, the guitar intro got the girls swaying their heads as well. "If I leave here tomorrow. Would you still remember me?... For I must be travelling on now. 'Cause there's too many places I've got to see. But, if I stayed here with you, girl, Things just couldn't be the same. 'Cause I'm as free as a bird now, And this bird you can not change. Lord knows, I can't change." The song picked up and after the chorus was done, a little guitar solo kicked on and I was swaying from side to side, Lyra, Rarity, and Twilight's horns were glowing, going side to side as the room was a bit darker and my little 'stage' was lit up. I rocked the rest of the song out when it soon ended. I sighed and a glass of water floated up with a purple glow and I took it, drinking the whole thing down, and looked at the girls. "Thanks girls, I think that's enough for now."

"Encore!" Vinyl yelled out and the other girls stomped their hoofs in agreement. I chuckled and picked up my ipod, scrolling through the songs and finding a perfect encore song. I removed my bass, my guitar floating to me and my bass floating towards my room. I scrolled through the song list and found a good one to end off on, and make Vinyl happy. _Perfect, Bangrang by Skrillex. _I started playing the guitar, Vinyl smiling and nodding her head to the beat. My fingers moved quickly as I played the notes, waiting for the bass to drop. Once it hit that, I kept on playing, looking down at Vinyl with a huge grin on her muzzle, her head nodding to the beat, obliviously liking the song. My hand slid up and down the neck easily, my right hand picking the strings quickly. I kicked into a guitar solo over top the song, improvising off the top of my head and the girls really enjoyed it, smiles on their faces and their heads nodding to the beat. The song ended and I removed my guitar, my hand glowing and I put it into my room, walking down the stairs and got tackled by all the girls.

"That last song was awesome!" Vinyl put her glasses on her head, those red eyes looking at me with excitement. They all hugged me, squeezing the life out of me.

"You are a real talented musician Marshall." Octavia looked at me with those grey purple eyes, her upper class seductive stare made me smile, her grey silver mane cascaded down her back, her white bow tie looked really cute on her.

"You are absolutely, positively, awesome!" Pinkie grinned hugely, her excited blue eyes made me chuckle a little, she gripped me tightly around the chest, her cheek pushed into me. I looked at the other girls as they all let go, and I yawned, my adrenaline running out as I came down from my excitement.

"Well, I'm a little tired, I think I'm going to turn in for the night." I got up and walked towards the stairs. "See you girls later." They waved and I went into my room, sighing and removing my shirt and my pants, sock and shoes as I pulled the blanket back, climbing in and pulling the blanket over myself. After about ten minutes, I heard the door open, hoof steps coming closer to the bed.

"Hey Marsh, you awake?" I opened my eye, looking at Twilight, she was smiling lightly, her eye half lidded. I nodded and sat up, pulling the blanket down and petting the bed. "Thanks Marsh." She climbed in bed, cuddling into me, her hoof rubbing my chest.

"Enjoy the book?" I looked at her, those curious lavender eyes looking at me and she nodded, small smile on her face.

"I've only read a couple pages, but it is awesome so far. There are a lot of spells that I can't wait to try. Thank you so much Marshall." I smiled and rolled over, my arm moving down to her lower back, holding her tightly to me. She tucked her head under my neck, placing light kisses on my neck, her lips sending tingles down my spine. I started rubbing my hand up and down her back, making her sigh and run her hoof around my mid section. Her body heat combined with mine, the blanket covering us both to our necks as we held each other and fell asleep.

I awoke, my arm still wrapped around Twilight, her light breathing made me feel relaxed, I ran my hand over her back, making her slightly open mouth form a smile. She shifted lightly, getting closer to me and I held her close, her head right beside mine on the pillow. I leaned to her and I kissed her on the forehead, she smiled bigger, her eyes slowly opening as she looked at me sleepily. "Morning Twilight." She sighed and blinked slowly.

"Morning Marsh, mmm, you are the best cuddle buddy." She moved closer, her nose lightly rubbing mine. I leaned a little close, lightly kissing her on the lips and I pulled back when her hoof traced from my side to the back of my head and pulled me back, her lips moving against mine. She rolled over on top of me, her lips never leaving mine as she straddled my chest. She pulled back, her cheeks pink as she looked down at me, she looked cute, her smile made me chuckle. "Octavia said last night that she wanted to see you." I rasied my eyebrow and she shrugged. "Don't ask me, she didn't say what she wanted." I nodded, Twilight rolled off me and I sat up, running my hand through my hair and I stood up, stretching as I went to my dresser and got all my stuff. Clean clothes, bits, sword, saddlebag, and goggles. I got in the shower, the hot water cascading down my body as I cleaned myself, a nice feeling being clean. I stepped out, getting dried off and dressed, strapping my sword tightly to myself, my bits strapped to my belt, saddlebag around my waist and my goggles on my forehead. I walked out of the bathroom and walked down the stairs, Twilight had her face in her book, reading over the new spells she could learn. I chuckled and left, not saying a word as I stepped outside, a couple ponies talking as they walked past me.

"Yea it's The Great and Powerful Trixie!" The two mares were smiling as they headed towards the market place. I raised my eyebrow and followed, wanting to see what the commotion was about. I soon arrived there, walking to the left side out of sight, when some blue unicorn wearing a wizard hat stepped onto the stage.

"Ah, The Great and Powerful Trixie welcomes you all, prepare to be dazzled with my ultimate magic abilities!" Her horn glowed, some sparks shooting out, and it looked cool, but not that amazing. She continued on for about a half hour, my patience running thin, she was a real bore, her tricks getting the better of the rest but not me. I yawned and her ears twitched. "Who dares yawn at the Great and Powerful Trixie?!" She looked around before her eyes met mine, a cold stare coming from her. "So, you, whatever you are, dare yawn at me, the Great and Powerful Trixie?" I nodded, taking a couple steps forward.

"Yea, I do. Frankly, your little act is boring." The crowd gasped and she gritted her teeth.

"You think you are better in anything over me?" I smirked and nodded, crossing my arms and leaning on a wall. "Bah! No one is better then the Great and Powerful Trixie!" Her horn glowed and sparked a little in her anger. I uncrossed my arms taking a step onto her stage and she gasped a little, taking a step back as I stood straight up, rolling my shoulders.

"Prove it." A little grin coming on my face as she narrowed her eyes at me, before realizing and softening her expression to a smug one.

"Well, I can use magic, so instantly I..." She gasped as my hand glowed, my eyebrow raised as I looked at her shocked expression. "Well, I am a much better magic user then you."

"Oh yea, how about you do this spell." My hands glowed and my wings appeared and I spread them, her jaw literally hit the floor, no words coming to her as she looked at me. Gasps ringing out through the crowd as I flapped them a little. She shook her head and removed her hat, her cape floating a little as she concentrated her magic hard, her horn glowing as she tried to do the spell I did. She grunted, her hoofs digging into the stage but she couldn't do it.

"Damn, it's only because you are not a pony! If you were, I would be much better then you!" I raised my eyebrow and chuckled.

"How does my species alter the outcome? It won't, I doubt it." She snickered.

"Is that so?" Her horn glowed and I got lifted into the air, grunting as her horn glowed brightly and I felt my hair stand on end, my skin rippling a little as my vision blurred and I think I passed out for a bit. I hit the floor, shaking my head and I tried to stand up, but fell, I looked at my hand and... a hoof? _Shit... you can't be fucking serious. _I looked at my other hand and it to was a hoof. I looked at her and she was staring at me, a small blush on her cheeks as I stood up on my four hoofs, shaking a little. I was tall as hell, if I stood on my hind hoofs I could easily tower over Celestia, I was her height but built. I looked into a mirror she had and I looked over myself. I had a white coat, with matching horn, my ring on the horn, I had blue tribal designs over my body. My sword was strapped to my back, my bag of bits attatched to the lether strap and my saddlebag was on my lower back. My mane was black and a bit longer, my hair had changed as well, it was black with red and blonde highlight in it and was straight kind of like an emo cut. My hair almost covering one eye and I shook it, bring my hoof to my body. I spun around, and I had a cutie mark, it was a bass and treble cleft. "Oh wow..." I looked back at Trixie, and she was smiling a little, looking over me. "Well, that ought to teach you, now I must be leaving." I gasped and tried to run at her but tripped and she laughed, throwing a smoke bomb and running off I hit the ground, looking around, seeing everypony shaking their heads and I got to my hoofs and my horn glowed and I teleported out of there, appearing just outside of the Cafe. I looked around, and I saw Rarity trotting towards the Cafe, Octavia right beside her. _Shit, I can't let them know who I am. _They were talking and Octavia looked up, gasping as she blushed. Rarity raised her eyebrow and looked at me, he white coat becoming pink around her cheeks. She smiled seductively, trotting towards me and she looked at me.

"Well hello there, I have never seen you around Ponyville before. I am Rarity, and this is..."

"Octavia Melody, pleased to meet you." She stuck her hoof out and I blushed, not knowing how to hoof-shake. "Somepony is a shy one huh?" She smiled, those grey mulberry eyes looked at me with interest. I looked away and they giggled. "Would a handsome stallion like some breakfast?" My stomach growled and they giggled, walking past me, their sides rubbing against mine as I turned and followed them to a table, both girls looking back at me. We sat down, and we ordered daisy sandwiches, all of us digging in.

"So, what it your name?" Rarity looked over at me, scooting a little closer. I blushed and swallowed what I had in my mouth.

"M... Marcus..." I realized my voice was a bit deeper then normal, changed just enough. They smiled and I took another bite, wanting to get the hell out of there in my current state.

"Marcus huh, that's a pretty name." Octavia smiled and looked at me, and I choked a little, coughing as the girls giggled.

"So Marcus, where are you from?" I gulped and looked at the girls.

"Uhh, Canterlot." I mentally face hoofed, it was the only other place I knew of besides Ponyville, and saying I was from Canter lot would set Rarity off. She gasped and smiled.

"You're from Canterlot! I have always dreamed of living in Canterlot! The class, the elegance, the ponies, the culture!" She put her hoofs under her chin, rubbing them. I soon finished and my horn glowed red, both girls looking at me and I floated five bits from my bag and put them on the table.

"Thanks but I should be going." I was about to get up when Octavia looked at my flank and gasped.

"You're a musician?! I am one too!" Her eyes lit up and Rarity snickered and stood up, putting a couple bits on the table.

"I will let you two get to know each other." I gulped and Octavia came a little closer.

"So, what instrument do you play?" I looked at those eyes, they were filled with wonder and a little bit of lust. I scratched the back of my head, smiling a little.

"Well, play a couple different ones. What do you play?" She smiled and got really close to me.

"I play the cello, would you like a little taste?" I gulped and nodded, my heart feeling a little tight and I felt my stomach fluttering a little. She looked at me, her eyes half lidded as she stood up, nodding her head towards her house. "Follow me, handsome." I stood up and followed her, her hips were swaying a little and I couldn't keep my eyes off her. We soon arrived and she opened the door for me, as I walked in, looking around and she closed the door behind me. She closed the blinds and turned a little light on, getting beside me and she pushed me to the floor, she pushed her lips to mine and rubbed her body to mine. "Mmm." Her lips moved against mine, and she dove her tongue into my mouth, and stopped, looking into my eyes. She pulled back and looked at my piercing, looking up to my eyes and I gulped. "Ma... Marshall?!" I nodded and she looked into my eyes. "What happened?" She didn't get off me, her hips still moving a little.

"Trixie, I show her up on stage, and she did this." I blushed and looked at her. "Umm, you mind getting off me?" She stopped and blushed, getting off me and I got to my hoofs. "I wonder if I can get this spell undone, I need to find her. I will see you later." She looked a little disappointed and I chuckled. "Don't worry, once I get back to my regular self, we can continue this." She blushed and looked at me as I walked up to her, kissing her on the cheek lightly. I opened the door, and stepped out, trotting towards the market, looking for Trixie. I soon spotted her little caravan, sitting just outside of the town. I gritted my teeth and galloped towards it. I soon got to it and I turned and kicked the door lightly. "Trixie!"

"Who dare disturbs the Great and Powerful Trixie!?" She opened her door and smiled. "Ahh, it's you. Want to be changed back? Tough luck." She closed her door almost when I used my magic to draw my sword, sticking it in between the door and the frame. I forced it open, and stepped in, she stepped back, tripping a bit and she fell on her back as I sheathed my sword, looking at her and the door closed behind me. I softened my expression and I bent down, tears forming in my eyes as I looked at her.

"Please, I beg of you, I will do almost anything, please." I wanted my body back, this one was fine, but I wanted to play my music, and this body was not up for it. She looked at me, and looked away, sighing and her horn glowed and I closed my eyes, then opened them, looking at my hands. I sat up on my knees, looking at myself and I laughed a little. She got up and I grabbed her, pulling her to me in a hug.

"Huh?! Mmm, the Great and Cuddly Trixie likes this." I smiled and looked at her, she was blushing a little. "Well, you owe me now, so..." She got to her hoofs and walked to her bed, getting on it and I looked at her. She looked back at me, her legs spreading a little wide and she looked at me. "Now, get over her and use that tongue of yours." I blushed and looked at her, she shook her hips and I looked at her nether lips. I gulped, and crawled to her, her smile making me a little uneasy. I looked at her and flicked my tongue out, my piercing rolling against my lip.

"You want that running over your lips?" Her eyes went wide and she flipped to her back and she put her hoofs on my head and pushed my lips to her sex. She groaned as I flicked her clit, licking up and down her lips before I pulled back a little, my thumbs spreading her lips and I dove in, my tongue going in deep, her tight walls clenching on my tongue.

"Ooo, that feels amazing, the Great and, ooo..." She cut off her sentence as I flicked my piercing under her clit hood, her little nub getting hard from the attention of it. I looked at her and smiled, driving my tongue deep inside her, my piercing rubbing the top and bottom of her cunny, her juices leaking out a little. I moved my left hand to her teat, and my right thumb and index finger pinching her clit. "Ahhh, the Great and Pleasurerful Trixie is going to cum soon, don't stop!" I smiled and moved my tongue faster, wiggling it quickly. I felt her wall convulse and she squealed a bit and her juices squirted into my my mouth, drinking them down. Her hoof leaving my head and I looked at her, she had passed out, and I pulled my tongue out, wiping my face and I got out, stepping into the cold night time air. I sighed and felt a little shaky, not used to walking on my two legs. I walked in Ponyville, and went to Octavia's house, I knocked on her door and she opened it.

"Hey Tavi." She hopped at me, her hoofs just on my chest as she looked at me. "It took a little convincing, but I managed to get her to change me back." She raised her eyebrows and I smiled. "With this." I flicked my tongue out and Tavi blushed, she put my wrist in her mouth and pulled me inside. She let go and closed the door behind me, and I sighed.

"Time for bed I think, you want to... stay the night?" She looked at me, a look of hope on her face as I nodded and she smiled. "Then lets go." I followed her up her stairs, and into her room. I entered first, and undid my sword, putting all my stuff on a little table in her room. "Make you're self comfortable Marshall." I nodded and removed my shirt, and I undid my pants, putting my clothes next to the rest of my stuff and I looked back at her, she was blushing, her eyes looking over my body. I smiled and picked her up, laying her on the bed and I kissed her, my hand rubbing down her side as she tilted her head to the side, her body moving against mine, my cock rock hard from all the sexual tension today. I pushed my hips to her, and she moaned as she felt my cock poke her belly. I broke the kiss, and looked at her, she looked at my cock and gasped. My boxers were tented hard, her hoofs moving to my waistband and pulling them down, revealing my cock to her eyes, they went wide and she licked her lips. She pushed me back, walking over my head and lowering her sex to my mouth, her mouth talking my cock into it. I groaned as she took my cock to the roots, my tongue spreading her lips and her cunny clamped on it, as she moaned, her voice sending vibrations down my cock and it twitched in her mouth, making her giggle a little and she pulled back, getting off me and laying back. She pet her cunny, and she smiled, I got up and grabbed my cock, getting closer and rubbing it against her lips and I looked at her. She kissed me as I pushed forward, my cock just entering inside her, she gasped and I pushed forward, she had no hymen and I pulled back, looking at her, raising my eyebrow. "Toys." She blushed and I sunk deeper inside her, she moaned and she put her hoofs around my back as I moved my hands to her hips, lightly thrusting into her. I made sure to be nice and gentle with her, her moans turning me on all the more as I lightly pounded her, wet squishing noised coming from out combined juices as my cock rubbed against her velvety walls. "Ooo, I'm going to cum, please cum with me." I grunted as I felt my seed start to prepare to be unleashed inside her tight, clenching tunnel. I started fucking her harder, ]her moans becoming louder as I used my weight to bring it down on her and she squealed as I felt her walls spasm, clenching my cock, milking it for my seed. "I'm cumming!" She lightly bit my ear lobe, and I thrust one last time, burying my cock deep inside, my seed shooting rope after rope into her.

"Ahh!" I gasped and she pulled back, as I shoved my mouth to hers, my tongue driving in and swirling around as I came inside her, filling her up and I felt my warm seed running back on my cock a little as she clenched. I fell limp on her, catching my breath as I felt tired, I flipped over, pulling her with me as I rolled onto my back. My hand glowed lightly and the blanket covered us, I soon fell asleep, my cock buried deep inside her as I felt the room spin and I fell asleep.

**Thanks for reading! The pony Marshall got turned into is one I made up, so don't take it. I might write another story with that character, I don't know, it just came to mind as I was writing this as I always do. Anyways, feel free to suggest ideas for this story, or perhaps a one off clop fic or something. I am always taking requests! See you tomorrow for Spitfires Lust and next week for this one and maybe another new story!**


	19. Round Three

**Sorry for the late update! I was working on about four stories this week, I released a one off Flutterdash story the other day. I worked a bit on Leon's Memories, that should be up today, hopefully! I am really liking that story and how it is progressing. I am also working on a Spike x Mane 6 fic, that will last at least 6 chapters, one with each at least around 5000 words a chapter. It will be a nice little change. I might space these updates out a little longer again, so I can write more stuff. I aim for 10,000 words a chapter, but sometimes don't get that far, so if I do space these out, it will be much longer chapters, bare minimum 10,000 words.**

I felt a light rubbing on my chest, lightly tickling my fur as I smiled, hearing a giggle. "Good morning sleepy head" I opened my eyes, and looked into the pale mulberry eyes of Octavia. I shifted, my cock still buried inside her, and her walls twitched a little and she sighed. "Lets get washed up then have some breakfast, how does that sound?" She wiggled her hips and I gasped a little, making her giggle and I nodded. She stood up, her hoofs above my shoulders and she hopped off me, scurrying off towards the bathroom, not wanting my cum to leak out of her and onto the floor. I blushed and chuckled, sitting up and putting my feet on the floor, stretching and I got up and headed to her bathroom. She was already in the shower, but it was vastly different from others. Hers was a walk in shower, dark tiles lined the floor and she had a detachable shower head that she could take in her mouth.

"Want me to help?" I removed my boxers and she looked at me, blushing and she nodded as I stepped inside, letting the hot water run down my body as I closed my eyes, moving my head up and letting the water run over my face and I brought my hands up, rubbing my face, feeling my facial hair that grew a little too long. "Jeez, I need to shave soon." I looked back at her and she was blushing a little, I rubbed my chin where the hair was longest, as that was usually all I had for facial hair.

"I think so, but keep the bit on your chin, it makes you look, so, adult." She blushed, her mane covering one of her eyes, soaked by the water. She looked really cute and I smiled, grabbing some shampoo and I squirted some into my hand, rubbing them together and put them to her head, scrubbing my fingers lightly into her hair, massaging her head at the same time. "Mmm, that's nice Marshall." I chuckled and continued, down her mane, lightly working my fingers into her. She gasped and fell to her knees? Her mouth open a little. "Sweet Celestia..." She whispered and I smirked, my hands moving to her back, and I pushed them into her, she was a little tense, but loosened right up under my touch. She fully laid out, her fore-hooves in front of her and her hind-hooves behind her as she laid on the floor, her head laying down and she stared, looking straight ahead. I straddled her hips, my hands gripping her sides, my thumbs pressing into her back and she started making weird noises, it sounded like little clicks.

"Is it really that good Tavi?" I looked up at her, she smiled and slowly nodded, drooling a little as she did so. "Jeez, I never thought this felt so good." I reached up, grabbing the shampoo bottle, squirting the cold liquid onto her back, making her gasp and squirm a little, making me chuckle as I put it back and started to massage her back, and cleaned her at the same time. I flipped her over, my hands running over her stomach and her chest and she breathed deeply, looking at me with half lidded eyes and a crooked smile. "Enjoy that Tavi?" She nodded, panting a little then giggling as I tickled her tummy.

"Stop please!" She was laughing like crazy, her hoofs going to my hands and I didn't stop, smiling to myself as I tickled her like mad, tears forming in her eyes from the sensation. "Please stop! I can't breathe!" I chuckled and stopped, letting her get her breath back, panting hard as she smiled at me. "You're so silly." She lightly punched me with her hoof and I smiled, grabbing it and tugging her to her hoofs. "Anyways, lets finish up here." I nodded and soaped myself up, then grabbed the detachable shower head and washed her off and myself as well. We got out, I dried her off and myself, getting dressed when we heard a knock at the door, bit it came from the back of her house. Octavia looked at me, and I raised my eyebrow, making her shrug her shoulders. "I will get it ok?" I nodded and went to her dressed, picking up my sword and I strapped it to myself when I heard a thud, and I spun around, drawing my sword and headed down the stairs.

"Shh, shut up, he can't know were here..." I tip toed into the living room, getting close to the wall and I peeked around it, my jaw opening as I saw Gilda the griffon, and another standing in front of her, standing over Octavia. I was about to turn the corner and attack when I was spun around and saw a fist that hit me in the face and I blacked out.

I opened my eyes, I was laying on my side, the cold stone floor was not that comfortable and I clenched my eyes shut and groaned as I got to my hands and knees. My eyes then shot open as I remembered what happened. "Octavia!" I looked around and saw I was in a cell, nopony around but I heard foot steps coming closer.

"Ah, so you are finally awake." The voice familiar, and made me angry. I got to my feet and I grabbed the bars, looking outside to see Gilda coming around the side of my cell. I gritted my teeth, noticing my sword laying of a table across the room. I shook the bars, making her laugh. "There is no way you can break out of that cage Marshall, and don't worry, we will take good care of that, pony friend of yours." My eyes went wide and I shook the cage harder, gritting my teeth.

"You do as much, as lay a claw on her, I will fucking gut you..." The male griffon standing on her right gulped and took a step back, looking to his right when Gilda hit him over his head and he looked back at her, rubbing his head. She turned back and smiled evily, lightly chuckling and I fell to my knees, tears forming in my eyes and I looked at hers. "Please, let her go, do to me whatever you want, just leave her alone." I looked at her, and she looked surprised at me, begging with her was not my usual style, but I couldn't let anything happen to Octavia.. She didn't look at me, and she walked away, the other griffon following her. I slumped back in defeat, sitting on the cold hard floor as my mind went wild, thinking of everything I could to escape. I closed my eyes, taking a deep breath and my eyes shot open and I brought my hand up and, and... _Fuck... _They took my ring, I shook my head, looking over at the table and I stood up, staring at my ring. I clenched, my hand shaking a little as it glowed a light red, and I smiled a little as I could muster enough magic to make my ring slowly float towards me. It was a couple feet when I let go, and it dropped and rolled towards my cell. _Yes! _I bent down, picking it up and I put it on, when I heard foot steps coming towards me. I fell against the back wall, covering my hand and I looked at the floor, pretending I was helpless.

"Alright maggot, don't move." I looked up, a griffon unlocking my cell, his hand at the ready, claws sharp as hell as they shined in the light. I gulped and he stepped in and I got to my feet, making him look up at me. I swung my leg, tripping his other front leg and I moved my hand and grabbed his claw, my right hand going straight for his face. I felt it hit him and he slumped, falling limply to the floor and I jumped over him, grabbing my sword and I strapped it to my back, drawing it, the blade lightly rubbing against the inside of the scabbard, the shinging noise made me smile and I took off, heading to my left. I went to the end of the hallway, and I closed my eyes, my hand glowing as I saw energy fields around me. _No, no... wait... Octavia! _Her's was a little weak, and not to far away, nothing between me and her. I opened my eyes and took off running, my foot steps echoing through the halls as I ran flat out towards her. I turned the corner and stopped, Gilda standing in front of me, and I readied my sword. She snarled and took a stance.

"I don't want to kill you, let me leave with her or I will." She snorted and came at me and I swung my sword sideways, making her dodge, her claw going right for my side. My hand glowed and she got pushed back, blowing into a wall and yelping as she hit it and fell to the floor, a couple bits broken off as she hit it and they fell to the floor. I took a stance, my legs bent lightly and my hand glowed, my wings appearing and I spread them. She got up and looked at me, her eyes spreading wide and she lifted her claw slowly, pointing at me. "I have changed a lot since our last fight, and I will win, either if you let me go, or I have to kill you. You're choice..." She got up and shook her head, walking slowly around my right side. I walked in the other direction, both of us walking in a circle, staring at the other, our eyes locked and I flipped my sword in my hand, making her look at it and I charged, ramming her with my shoulder. She fell back, skidding to a halt on her back and I brought my sword straight down at her, but she kicked my forearms, making my arms go back up and that gave her enough time to back roll to her feet. She charged and I threw my sword at her, which she dodged easily but my hand was glowing, and it came back at her. She raised her eyebrow when I chuckled and she spun around, gasping as she saw my sword coming right for her, forcing her to jump. She was closer to me and I kicked off with my feet, flying slightly above the ground right for her and I smashed her in the side with my knee, and hit her square in her face, sending her to her back. She hit the ground and I grabbed my sword that was right next to me. I walked over, and put my foot on her chest, my sword at her neck. "Give up, you can't win." She grabbed my lower leg, and I clenched my teeth, pulling up and stomped back on her chest, making her yelp in pain as I did so, a couple ribs cracking under my foot. She let go and I stepped back, her hands going to her broken ribs and she rolled over a little. "I told you, now I will be leaving..." I sheathed my sword and stepped past her, walking to where Octavia was being held. I walked the cold empty hallway, my ears listening for anything coming for me as I arrived in a room, a cell to my left, a figure laying on it's side, slowing raising up and down. My hand glowed, lighting up the room, the figure was a dark grey, it's black hair and white collar, made me gasp. "Tavi!" I ran up the the cage and grabbed the bars, her limp body, slowly rising and falling with her breathing. My hands glowed and I clenched hard, my hands digging into the bars and I pulled back with all my strength as I ripped the door off. I threw the door to the floor, and went inside, putting my hands on her, flipping her over a little, looking at her face. She had her eyes closed, not a scratch on her, and I smiled a little. I picked her up, cradling her in my arm. I walked back out, and saw a light at the end of a hallway and smiled, heading towards it. I got to a door, a small window in it and I kicked it open, stepping outside and into the sun light. I looked around, we were not to far from Ponyville, and I took a couple steps when I heard a cough. I turned around, Gilda limping out, her left eye closed as she looked at me.

"You... aren't... going... anywhere..." I sighed and set Tavi down, putting up a small barrier around her to keep her safe. I drew my sword and flicked it around a little in my hand, taking up a defensive stance, my sword in my right hand and behind me. She stepped outside and I jumped a little, making her flinch and I charged, taking my opportunity of her being on edge. I didn't try to swing, just flew right for her and she jumped slowly, if I had tried, she would of been dead. I flipped over my side and kicked her in the face, sending her up a little and onto her back as she hit the ground and I stood straight up.

"I could of killed you there, you can't win, and I don't need your blood on my hands." I sheathed my sword, and walked away, going over to Octavia. I was about to pick her up when I heard her get to her feet.

"You get back here and finish this Marshall, I'm not done with you yet..." She got up and stumbled towards me and I sighed as she swung at me. I easily dodged to the side and smashed her in the face, her head going to the side and I tripped her with my leg, sending her to the floor. She coughed, blood coming up and I shook my head and walked away, her hand grabbing my ankle lightly. She looked at me and I looked at Octavia, sighing as I drew my sword, shaking my ankle out of her grip and I plunged my sword right next to her head and she went wide eyed, breathing heavily.

"Stop, I could kill you right here right now, but I don't want to." She looked up at me then closed her eyes, laying her head on the ground. "I will be leaving now." I removed it from the dirt, and sheathed it, walking over to Octavia, her eyes opening a little as she looked at me, and I picked her up, walking away from Gilda and I closed my eyes, the white flashed filled my vision as I teleported, and I was back in her room. I took a deep breath, setting her down on her bed, and I felt really tired. I removed my sword and stripped, then sat on the bed when I felt her move lightly. _Why did I let her go?_ I laid down, draping my arm over her side as she faced me. Her grey mulberry eyes slowly opened and she groaned a little. She looked at me and her eyes went wide, smiling a little as she shot forward, putting her lips on mine. She put her hoof on the side of my head, pulling me in and tilting her head a little. I moved my lips to hers, they were so soft and warm. She pulled back and looked at me, breathing lightly.

"You... saved me..." I put my finger on her lips, silencing her, then I wrapped my arm around her, lightly rubbing her back. She smiled and nuzzled into my shoulder, she lightly started kissing my neck, sending tickles down my spine and I dug my knuckles into her back.

"Lets get some sleep huh?" She nodded and I grabbed the blanket, covering us as she lightly sighed and I soon fell asleep.

I felt a weird sensation, bringing me out of my deep sleep, into the weird half awake state. My mind was full of cobwebs and I felt a pleasureful tingling run up my spine. I felt Tavi next to me, moving lightly. I reached over, and felt her... tail? I ran my hand up her back and to her neck, near my waist. I felt it move up and down, lightly rotating a little. I pieced together what she was doing, and I felt my cock twitch in her mouth, making her double her efforts. I moved my hand to her head and she stopped, her tongue still swirling and I smiled sleepily, pushing her head down, and then she came back up as I made her suck my cock. "Mmm." She moaned in her throat, making me groan and push her head a little further slowly, letting her take a breath and swallow my cock into her throat. Her nose was right against my body, my cock buried inside her mouth,k her throat muscles tickling my cock head, and I felt my orgasm approaching quickly and I pushed her off and she looked at me, licking her lips. I got to my knees and motioned for her to come to me, she smiled seductively, crawling on her legs over to me and licked her lips, quickly taking my cock head in her mouth and she smiled, liking the taste of it on her tongue. I grabbed her head, and slowly thrusted into her mouth, face fucking her and I picked up my pace. We kept eye contact as I humped her face, and I felt my cock twitch uncontrollably and pre was leaking into her mouth, her tongue going wild tasting it, wanting my seed in her mouth, to tingle her tongue. I pushed deep inside, balls deep in her mouth, and I felt my cum start shooting up and pulled back, making little thrusts as I shot my first rope into her mouth. I felt a little weak and she pushed me back, putting her hoofs on my hips and quickly moved her mouth up and down, prolonging my orgasm and I groaned as her eyes never left mine. I shot a lot of cum in her mouth, and I felt it filling her mouth as she didn't swallow yet. I leaked my last bit into her mouth and she pulled back, her lips tightly closed and she came up to my face, opening her mouth, my white seed filled it as her tongue rolled it around in her mouth when she closed it and swallowed, smiling and she opened it again, showing me her empty mouth. "Mmm, you taste really good." She smiled and laid on my chest, listening to my deep breaths as I came from my pleasure peak, my cock still twitching a little. I looked at her and raised my eyebrow, and she giggled. "You deserve it, you saved my life." She sighed. "I heard what they were going to do to you, it was horrible. They were going to-" I put my finger on her lips, silencing her.

"I don't wanna know, try and forget about it ok?" She smiled lightly and nodded, laying her head back onto my chest, and I took a deep breath, making her rub her hoof over my abs and she rubbed her cheek into my chest. I ran my hand down her back and she gasped. "You want another rub down?" She put her hoofs on my chest and looked at me, a huge smile on her face as she nodded. She laid down, and I rolled over, straddling her hips and she laid her head on a pillow, looking back at me. I brought my hands hover just above her back, then looked at her and she wiggled her back a little.

"Come on... Don't tease me!" She pouted and I smirked and pushed my fingers into her, making her gasp and go limp a little, a silly smile on her face as I massaged her back. I got to work, working my fingers into her back, her muscles turned to mush when my fingers ran over it, digging my fingers into her back and she sighed, closing her eyes. "That feels so..." She trailed off and she lightly snored, making me chuckle as I got off her, and got dressed. I turned back, covering her up with the blanket and left her room, my hand glowing as I teleported back the my own room.

"Huh?" I heard a voice say and I turned back to my bed, Twilight laying in it, cuddling with a pillow. I smiled and sat down, petting her neck. "Hey cutie, where did you go off to?" She yawned and smirked at me. "Leaving me alone to sleep again?"

"Sorry, I spent the night at Octavia's, and... well..." I told her the story, and she sat up, looking at me, her hoof on my hand and I looked into her eyes, they sparkled as she looked at me.

"You really do deserve to be protector of Ponyville, but I think you are a little too sympathetic, she won't stop you know." She looked at me sternly and I I looked away from her, sighing.

"I know, I know... I shouldn't of done it, but... she wasn't worth it. But I promise you Twilight, if she ever tries anything again, I will finish her off. For good." I looked at her, a look of understanding on her face, knowing I wouldn't want to kill anything, but if I had to, she knows why. She leaned up and hugged my side, and kissed me on the cheek.

"Well, the Cutie Mark Crusaders came looking for you, they want you to meet them in their clubhouse later." I half smiled and raised my eyebrow, making her giggle. "I don't know, probably they want some help getting their cutie marks or something. Oh and it's on the apple farm somewhere." I chuckled and we both got up and I got some clean clothes, heading for the shower to finally get cleaned. I got out, getting dressed and put my sword on my back, and my right on my finger. I walk to the stairs, my hand glowing and a bag of bits flew at me and I grabbed it, tying it to my belt. I headed down the stairs, Twilight sorting her parchment, her quills and her ink wells. I chuckled lightly. _She sure does like organization. _I walked out, the mid morning sun, I smiled, breathing in the fresh air as I headed to Sweet Apple Acres. I looked around, some ponies waving to me, and I smiled and waved back. _Man, I sure do fit in here._

"Hey Marshall!" I turned around and saw a aqua coloured unicorn mare trotting over to me. I smiled and bent down a little.

"Hey Lyra!" She got close and hopped up on her hind hoofs, throwing her arms around my neck and hugged me. "How ya doin?" She giggled as my hands moved to her sides, my right slowly rubbing her back. She hopped down, her face beaming, her moderate tangelo eyes sparkled a little.

"Good, I haven't seen you in a while, although I heard about that little show you played in the library." She scooted a little closer, her cheeks pink. "You should do a show here in Ponyville, I could get a couple ponies to get something set up." I thought about it for a moment, before nodding.

"Sounds like fun, I always enjoy playing for ponies." She smiled and started trotting away.

"I will get back to you, see you later!" I chuckled and waved, heading off again to the farm to go see the three fillies. The birds were chirping, there were a couple clouds in the sky, making it a perfect day to be out and about. I soon came over a hill, the barn coming into my view as I arrived and Applejack spotted me, smiling as she trotted over to me.

"Well howdy Marshall. Y'all haven't been round these parts in a long time." I bent down and she hugged me, quickly getting back down as I stood up, her head about upper ab level. "So what can I do ya for?"

"Well, Twilight said the CMC came looking for me earlier, and they wanted me to met them in their clubhouse, and she said it was around here somewhere." She chuckled and pointed behind me.

"It's just a bit past the south field, just head in that direction, ya can't miss it." I smiled and waved, heading in the direction she pointed me in, and after a couple minutes, I came across a tree house. I heard light talking coming from inside.

"Are you sure we should do this? How will that get our cutie marks?" _Sweetie Belle, no mistaking her soft voice._

"Well, it's not really for our cutie marks, have y'all heard the way our sisters, and Rainbow talk about him? _Apple Bloom, man she sounds a lot like Applejack._

"Rainbow did say a couple things about him, how tough and awesome he is, and she really likes his wings." _Scoots, hmm, I guess Rainbow is like a big sister to her._

"Can I tell ya girls something?..." A small pause, they must be nodding. "I had my first kiss." I gulped and blushed, gasps filled my ears.

"Who? When? How was it? Was it yucky? Or was it good?" Sweetie Belle and Scootaloo went back and forth, asking questions.

"It was amazing, he knew just what to do, and, well, it was with..." The other two girls gasped. "Yea, he was a little worried, back in his world, he could be in serious trouble. I don't know about here, so keep this a secret ok?"

"Wow, Marshall, I heard he has... a tongue piercing... is that true?" Sweetie Belle nervously asked, her voice quivering a little.

"What! A tongue piercing! That's... pretty awesome." A light fluttering accompanied Scootaloo's voice. _Did I excite her? Jesus._

"Yea, he has one, and it feels a little weird." Apple Bloom said as I flicked my piercing idly over my lips.

"You already made out with him?" Sweetie Belle said, a hint of excitement in her voice.

"Yea, he made me feel a little funny, but in a good way. Have you girls... touched yourself before?" A couple seconds of silence. "I did that night, he is a hard working, honest person."

"And a little cute, helpful and caring." Sweetie Belle continued.

"Awesome, tough, cool, and..." Scootaloo added.

"Amazing." The three fillies said at the same time and I took a deep breath. _Uh oh..._ I don't know why, but I walked up the ramp and knocked on their door, making the fillies yelp. The door slowly opened, the three fillies a little flustered as they looked at me. I decided to play dumb, and raised my eyebrow. "Girl things." Apple Bloom said quickly and I rolled my eyes and smiled, making the three fillies sigh and I bent down and walked inside.

"So, what do you girls need with me? Help on getting your cutie marks? Ideas perhaps?" They looked at each other, then back to me and shook their heads. I took a deep breath, a strong mixed scent filled my nostrils and I looked at them, my face flustering a little. "Ohh..." They looked down in embarrassment, with a hint of shame. "Well, I think I should be..." Apple Bloom cut me off, her hoofs on my crotch, and I looked at her, her eyes filled with confused feeling, and I looked at the other two, the same look on them. "Hey, I don't want any trouble alright? Your sisters, and Rainbow, would kill me if they found out..." Scootaloo came up on my left side, Sweetie Belle in the middle and Apple Bloom on my right.

"We won't say a word, right?" Scootaloo said and the two others nodded and I gulped as she leaned closer, her lips apart and I was against the wall. I flicked my piercing out, Sweetie and Scootaloo gasping and Scoots pushed forward, pushing her lips to mine and my eyes went wide as her tongue forced it's self into my mouth. "Mmm." She closed her eyes, her lips and tongue moving aggressively and I pushed her back, making her whine a little.

"Easy Scoots, take it easy, here, if you never speak about what happens in here, I will do anything you want." I thought about it for a moment. "Well almost anything, got it?" They nodded and I looked at Scootaloo, grabbing her sides and pushing her back, pinning her to the floor with my body, my right hand above her head and my left on her chin, tilting her head lightly to the side, putting my lips to hers. Her little wings spread and flapped quickly as I licked my tongue against her lips and she opened up, her tongue much gentler this time then before. After a couple seconds I broke the kiss, looking down at her. She was completely flustered, panting a little as I got to my knees, glancing at Sweetie, her cheeks red as she looked at Scootaloo, then at me. "You don't have to if you don't-" She cut me off when she tackled me, her hoofs on either side of my head as she lightly put her glossy lips to mine, taking her time and being gentle, much more then Scootaloo. She got right into it, her body lightly rubbing against my chest and I lightly pushed her off me. She sat back, lightly panting as she looked at me. "Easy Sweetie." I smiled and she did the same, getting off my chest and I noticed a little damp spot on my chest. "Did I..." I looked at her and she nodded, blushing. She sat on my hand and looked at me, her face full of need and I felt her damp sex. "Wait! Are you sure..." She nodded and bucked her hips a little, and I traced her lips with my finger, making her gasp.

"Hey, why does she get all the fun?" Scootaloo looked a little jealous, and I smirked, bringing my hand to her chest and she smiled, turning around and I started rubbing her sex as well.

"Hey now, what about me?" Apple Bloom was looking at me and I flicked my tongue out and her eyes went wide, and she blushed, walking up to me and straddling my face. I traced her sex with my tongue, tickling her clit with my tongue before licking up her lips, spreading them slightly. I stuck it inside a bit, her tight walls clamped down on my tongue, her hoofs going to my head and she thrusted into my face. I then plunged my fingers into the two fillies literally in my hands. Blood flowed to my cock and it strained against my jeans when I felt hoofs on my cock. Sweetie and Scootaloo fumbling with my pants, but I couldn't do anything, they were sitting on my hands, and I had no leverage, Apple Bloom sitting on my face as I tried to protest, but it was muffled by her tiny cunny and she moaned as my deep voice sent vibrations up her canal, sending shocks of pure pleasure up her spine. "Ahh! Marshall! It feels sooo good!" She rubbed her hoofs into my hair a little as I ate her out, my fingers still going strong into the two other fillies as they finally got my pants undone. They gasped when they got my underwear over my cock and immediately put their tongues to work, licking over my cock, from base to the tip, alternating their movements, when one went up, the other went down and vice versa. I moaned, their small delicate tongues felt like silk, making my cock twitch, pre leaking down onto their tongues. They moaned and Sweetie went up to the tip, and took a couple inches in her mouth, it was warm, wet, and tight. I thrusted a little and she moaned in her throat, while Scootaloo licked the bottom of my shaft, then down to my balls. She was real gentle, her tongue running over them, lightly massaging them when she took one in her mouth, lightly sucking. I sunk another finger inside both the fillies, their tight vaginal walls clamped down on my fingers and I went a little harder, making them moan and I stuck my tongue deeper inside Apple Bloom, my piercing flicking her clit, making her shudder. "Oh, something weird is happening Marshall!" She convulsed and I brought my tongue out, flicking her clit with my tongue, quickly licking it, bringing her a huge amount of shear pleasure and she bucked needfully into my face. "Please don't stop! Something is happening!" I continued and I felt her cunny twitch and I pulled back a bit, covering her cunny with my mouth as she lightly squirted into my mouth. _Man, I didn't think she could even squirt. _They tasted a little like apples.I felt her go a little limp, her juices stopped squirting into my mouth and she fell back, panting a little and she looked up at me, a crooked smile on her face. The other two girls cunnies quivered, and I felt them convulse, moaning as their juices ran over my fingers and I pulled them out and they stopped their actions on my cock and took my fingers into their mouths, sucking off their juices from my fingers. Apple Bloom rolled over and Sweetie and Scootaloo, let my fingers out of their mouths. "Alright girls, let's do this." Apple Bloom got between my legs, Scoots on my right and Sweetie on my left, they all started licking my cock, their tongues sometimes touching and I laid back, moaning and squirming a little. I felt my cock twitch, my orgasm quickly approaching.

"I'm going to cum soon..." They smiled and I thrusted up, my balls churning as I felt pre leak out of my cock, the three fillies licked it up, enjoying the taste of me. I sat up, Apple Bloom suckling on my cock head, Sweetie and Scoots suckling on the sides of my cock. "Here is comes!" They pulled back, their tongues out, licking my cock head and I quickly jerked off my cock, preparing to shoot my load over these horny fillies tongues. I felt my cock twitch then my cum shot out. Rope after rope shot over them, their tongues and a bit on their faces. "Ahh!" I fell back, panting, the girls cleaning off my cock, then I looked up, and they cleaned off their faces, licking each other off. I fell back, a tired feeling coming over me, as I breathed deeply.

"Marshall!" I jumped and quickly put my cock back in my pants and got up, the girls were cleaned off, spraying air freshener as I walked out the door and saw Lyra standing on the ground. "Hey Marsh! I got a show for you! It is the first day of fall tomorrow, and Mayor Mare said she would love it if you could do a show the town square for the kick off of the fall festivals." I smiled and hopped down, landing, bending my knees a little and I walked up to her.

"Sounds great! I have a lot to do then. Can you get Vinyl to meet me at the library?" She nodded and I pet her mane, making her close her eyes and nuzzle it. "Well, I will see you later, have things to do." She nodded and I stepped away, my hand glowed and I teleported right in front of the library. I walked in, and Twilight was standing up, walking back and forth a little, Spike writing on a piece of parchment.

"Alright Spike, send it!" I raised my eyebrow and Spike saw me and gulped, pointing to me and Twilight turned around. "Marshall! How long have you been here? We weren't doing anything! You didn't hear anything did you?!" She ran up to me, a look of pleading on her face. I raised my hands up and shook them along with my head.

"I just got here, relax Twilight." She sighed and smiled, blushing a little bit as she sat down.

"Sorry for over reacting a little, but there is something special happening tomorrow, you know right? It's the first day of fall! I just love the fall season, and this year, I asked the princess if you could participate in the Running of the Leaves! Its usually only for ponies, but she might pull some strings and allow you to, since you are a citizen of Ponyville now." She smiled and Spike put his finger to his lips, his other hand on his stomach when he burped and a scroll came out, landing in his hand. He opened it and cleared his throat.

"To my faithful student Twilight Sparkle, of course Marshall can participate in the Running of the Leaves. He deserves to learn more about our traditions and history. I shall be seeing you sooner then you expect, Princess Celestia." He closed it and Twilight trotted in place very excitedly, squealing a little.

"Yay! You can enter!" She hopped up at me and I grabbed her, barley holding her as she hugged me. I chuckled and set her down, those violet eyes sparkled a little.

"Sweet, well I have to get things organized, I am preforming tomorrow to start the fall season." Her eyes went wide and her muzzle turned into a wide smile.

"That's awesome! I can't wait, and my parents are coming down tomorrow as well!" I gulped and looked at her. "I told them a bit about you, but now they can finally meet you." I opened my mouth to talk but she put her hoof on my lips. "No, I haven't told them what you are, but I don't think they will mind." She smiled and blushed, and looked at me. "They think you are a really nice guy, they really want me to... ask to be your marefriend." I blushed and she giggled a little. "Parents ya know?" I nodded and sighed.

"Yea, parents. Anyways, I have a lot of things to get done." She nodded and I walked up towards my room, and started to get things planned out for the next day. After a couple hours, I heard hoof steps come up the stairs, and knock on my door.

"Come in." I had a piece of parchment, a quill in hand writing down what songs I should play, and how long I should have me and Vinyl do some improvising. I turned around, Vinyl walked in, her glasses on her head, those red eyes made me smile. "Hey Vinyl, you want to play a show tomorrow?" She raised her eyebrow and nodded.

"Heck yea, where at?" She walked up to me and sat down, looking at what I was writing.

"Right here in Ponyville, I am playing a show to open the fall season, and I wanted to know if you wanted to play a little bit." Her eyes went wide and her jaw dropped, her shocked expression was kind of funny. "Just for a little while, give the ponies a little change up ya know?" She smiled and put her hoof up, and I fist bumped her. "I will see you tomorrow, I'm kind of busy right now." She nodded and took her leave, walking out and I got back to work for a couple more hours when I fell asleep.

I felt hoofs drape over my back, and I opened my eyes, somepony nipping my ear and I took a deep breath. "Come to bed Marshall, come on." Her soothing voice was calming, and I sat up, still a little sleepy, and I swayed as I took off my clothes and got into bed with her. I laid down on my side, and she faced me, getting right close to me and she nuzzled into my neck. "Good night, Marshall." I draped my arm over her side, running my hand over her and she sighed. "I love you so much, you are so kind to me." She leaned up and kissed me, and I put my hand to the back of her head, tilting my own head and I moved my lips to hers. She whined a little and I broke it, looking at her as she smiled and cuddled me.

"Love you too Twilight, sweet dreams." I closed my eyes and took a deep breath as I felt the room spin, my body exhausted as well as my mind and I smiled as I fell into a deep slumber.

**Thanks for reading and reviewing! I always take requests for any story, be it one off clop fics or longer more deep stories. I write these stories for the fans of them! See you either later on today, or tomorrow for Leon's Memories!**


	20. The Return Of Sombra

I opened my eyes, darkness filling my vision and I looked down, smiling sleepily. Twilight was huddled right into me, her hoofs tucked to her body as she laid there, I leaned down, lightly kissing her on the forehead. I got up, the sun not even over the horizon as I felt like I had tonnes of energy. I got dressed, putting a sweater then strapped my sword to my back, grabbing my ipod and I walked to my dresser. I grabbed a pair of ear phones and plugged them as I left my room, heading down the stairs and into the kitchen. I grabbed a bottle, filling it with water and then I headed out the door into the cool morning. I stretched a little scrolling through my songs and I picked one and it started playing as I started jogging, getting some exercise. _Ah, My Hero by Foo Fighters. _This song made me think of myself a little, just an ordinary guy who does good, and I get a shit ton of recognition for it. I kept on going, the cold air filling my lungs as I went, my legs getting good wear. My feet hit the ground to the beat as I started to sing a little. "There goes my hero, watch him as he goes... There goes my hero, her ordinary..." I smiled, just listening to the music as I jogged through the early morning streets of Ponyville, only a couple ponies outside, I presumed to open stands and the such. I reached the far end of Ponyville and I stopped, getting my breath, I took a long drink, gulping down mouth full after mouth full of water. "Ahh." I sighed and I headed towards Sweet Apple Acres. The dirt making my footsteps light, a little crunching sound as I jogged. I soon reached the place, and I took my headphones out, tucking them in the pocket of my sweater. I hopped the fence, and jogged inside, Applejack just leaving the barn and she looked at me.

"Well, good mornin early bird, what are you doin up so early?" She lightly chuckled and I slowed to a walk, getting my breath a little.

"I woke up this morning, and I felt like I had a lot of energy, so I decided to go for a jog, besides, I need to be on top of my game for the running of the leaves." She looked surprised, her mouth slightly open as she looked at me. "Yea, Celestia is allowing me to partake in it, and I have a show as well today. Pretty busy day for me." I chuckled and wiped my forehead.

"Well I'll be, that's mighty nice of her." She smiled slyly. "So, do y'all think you could beat me in the race?" I smirked and chuckled, shrugging my shoulders.

"I think I might have a chance, if you want, we can have a little competition." She nodded and tipped her hat up.

"You go a deal, but this is a friendly competition, no funny business." She stuck her hoof out and I took it, shaking firmly.

"You got it, you had better give it your all." She giggled and looked at my legs.

"But I have four legs, seems a little unfair." I looked at her, her legs were a bit past my knees.

"Well, mine are longer, so I have a much greater step." She looked at herself, and bobbed her head side to side a little, taking into account my much greater size.

"Well, alrighty, ah won't hold back." She looked at me, a determined look on her face and I nodded my head. "Could you come here a minute?" I raised my eyebrow and nodded, following her into the barn, passing Big Mac and we just nodded a little towards one another as I followed Applejack into the back of the barn. Once we got there, she turned around and looked at me, a little smile on her face. "So, how did she do?" Her question caught me off guard, and I looked at her. "Don't give me that look, ah know she has a crush on you, comin to me to ask me how to kiss a boy, ah knew she had her eye set on you." I gulped and took a step back.

"She just came up on me, her look pleading with me and I didn't stop he-" She cut me off, putting her hoof on my lips and I took a deep breath.

"I'm not mad, at least it wasn't with somepony who is a jerk." She smiled a little and put her hoof back down. "So, how did she do? She do everything I told her?" I blushed hard, nodding. I couldn't bring myself to look at her. "Hey now, no need to be so embarrassed at least you didn't..." I was feeling really guilty, I wanted to leave and never come back.

"I need to go." I turned around and started briskly walking when I saw a rope fly over my head and go to my feet, tightening around my ankles as I fell to the ground.

"I don't think so, just what happened in that clubhouse yesterday." She dragged me back, and I squirmed, flipping over as I looked at her.

"I didn't want to, but they kept insisting, they wanted it, not me." I looked away, trying to explain myself when I felt her hoof on my hip and she put her other on my lips, silencing me.

"I think you talked enough for now. How about we get onto, 'business'." She looked at me seductively, her friendly green emerald eyes looked at me, and her freckles made her look all the cuter. She rubbed her hoof around my thigh, slowly blinking., She undid her hair and I smiled as it cascaded down her neck and onto her chest a little. _Man, I love it when she puts her hair down, she is so hot._

"Wha?" She giggled and rubbed her hoof idly over my thighs, her hoof always missing my cock and I looked at her. "I swear I didn't..." She looked at me and licked her lips.

"Well then, you need release from a real mare." She rubbed her hoofs over my crotch, blood soon flowing, my cock getting a little hard. I looked back, Big Mac was starting to buck the trees, the apples falling seamlessly into the bushels he wore on his flanks.

"But, what if-" She silenced me by pushing her lips to mine, she pinned me down and went to town, her lips moving a little like Apple Blooms, nice and firm, working mine as her tongue soon drove into my mouth, her lips on an angle to mine. I put my hand on her cheek and lightly caressed it as I moved my own tongue against hers, and she moaned, her hoof still rubbing my cock. I smirked and pushed her back, she landed on a pile of hay and I looked down at her. She looked so hot laying there, her hind legs spread a little as her mane went down her chest. "You know I love your hair." She blushed and I took her hat off her head, and looked down, setting her hat aside as I grabbed her hind hoofs and looked at her. She was leaking, her sex dripping with need. "Have I made somepony horny?" I chuckled and yanked her up, she stifled a yelp and I put my hands on her back, holding her up, her sex right in front of my face. I opened my mouth and breathed on it and she pushed her hips to my face and groaned a little.

"Come on now, don't tease me..." I leaned down, tracing her lips with my tongue, lightly flicking her clit. "Oh my stars that feels amazin." I rested her legs on my shoulders and they sometimes moved a little, twitching as I lapped at her lips, sending pleasure up her spine. "Ahh!~" She put her fore hooves on my head, lightly pushing me down, caressing my head a little, her hoof running in my hair a bit. "Ya'll can really eat out a mare." She smiled and I looked at her, wiggling my tongue inside her, her walls were velvety against my tongue, and her juices leaked out a bit, right into my mouth. She tasted good, sort of like Apple Bloom, but much stronger and I enjoyed it. I pushed her legs open wide, allowing me better access to her, driving my tongue as deep as I could inside her, making her bite her hoof a little to stifle a moan. I closed my eyes, savouring her taste as I licked her insides, making her quiver. "Alright, I think that's enough, I don't wanna cum, just yet." I pulled up, her juices on my face and I smiled, standing up and I undid my belt, unbutton my pants and she leaned forward, taking my fly in her teeth and pulled down. "Now, let's see what you're packin." She pulled my pants down a little and went wide eyes as she looked my tented underwear, my cock fully hard. "Mmm, nice..." She grabbed my waistband in her mouth, pulling it over my cock and it flicked up and booped her on the nose. She nuzzled her nose into my balls, taking a deep breath, smelling my manly scent, and she smiled. She licked up my cock base, and up to the tip then going back down. I groaned and she wrapped her hoofs around my waist and threw me into the hay pile she was sitting on.

"Ooo, feisty" I chuckled and she took my entire cock into her mouth, right to the roots. I put my hand on the back of her head lightly, running them through her silky blond hair, and she moaned and looked at me and stopped. I smiled and pushed her down, her tongue running along the bottom of my cock, lightly tickling my balls when she bottomed out. She moaned in her throat and my cock twitched in her mouth, making her smile and I pushed her faster. Her mouth was wild, her tongue strong like the rest of her and she started bobbing really quickly and I removed my hand from her head and just laid back, enjoying the pleasure of her sucking my cock. My eyes rolled up a bit and I felt my orgasm soon approaching. "I'm... going to cum..." I thought she wouldn't want me to cum in her mouth but she pulled up, my head still in her mouth, her hoofs jerking off my cock as her tongue went wild on the tip, a tingling sensation running up my spine. It was so over sensitive that I shivered and couldn't say anything, going limp as I felt my cock twitch and my first blast went into her mouth, coating her tongue. She pulled down, pulling my foreskin down and suckled on the tip, her eyes staring into my half lidded ones, my tongue hanging out as blast after blast shot into her mouth. She gulped it down with a moan, her eyes closing and she soon pulled back, a little dribble running down my cock and I felt tired. She licked it up and got on top of me.

"Oh come on now, you can't be tired yet, besides, we're just gettin to the best part." She lined up my cock to her entrance and she pushed down, sinking a couple inches inside when she collapsed a little. "Good heavens, you are so big, but nothin I can't handle." She pushed further down and I put my hands to her hips, pushing her all the way down. She fell against me and moaned, pulling her hips up and slamming them back down. I pushed her off me and she whined but smiled when I pointed to a small hay bundle, wanting her to bend over. She laid her front on it, wiggling her hips at me and I grabbed her right cheek, and my cock with my left hand, lining it up and sunk all the way inside her. She held in a moan, not wanting to end this early because Big Mac thought he heard something. I leaned around, getting close to her ear.

"Hope you can keep that little mouth of your shut." She chuckled, sneering at me a little bit.

"Boy, you couldn't make me break down moanin even if ya wanted to." I pulled back and slammed into her, making her grunt, the slapping noise of her juices on my crotch was pretty loud.

"What was that? I didn't hear you over that grunt." I smiled and she gritted her teeth. "Fine, I will pound the crap out of you, until you go limp." I pulled back and went to town, pounding the hell out of her little cunny, making her bite the bale of hay, trying not to make a sound. We fucked for about ten minutes, when I felt a little tired and slowed down.

"Heh, can't even go ten minutes? Man... ohh buck... Weak..." She looked back and me, she came about three times already, and I grunted and thought of something. My hand glowed and I let it charge for a bit, before it drained into me, my body glowing a dull red. "What in... Sweet Celestia... Tarnation are you doin?" I just grinned, energy flowing through me and I got a better bracing with my legs.

"Bite something." I pulled back and pulled her to me as I thrusted forward. She moaned and bit the rope around the bale of hay, silencing her screams of pleasure as I fucked her silly. I was going at least twice as hard as before, her cheeks red as my abs hit them, time after time. She screamed, but it came out as more of a loud, long grunt, her eyes rolling back into her head and she fell limp, her walls contracting around me hard, convulsing and not stopping at all for about three minutes when I felt my own orgasm come up. I pulled out, my cock going up and I squeezed her cheeks as my cock slid up between her butt cheeks. I fucked her cheeks, her pussy juice acting as lube as I felt my cum race up my cock and shoot over her back, squirt after squirt, on her cheeks and on her back. She moaned as my hot seamen coated her back, just loving the hot feeling of it. I stopped and I pulled back, letting her go and she fell a little, shaking.

"I..." She started but couldn't finish it, she was just too wracked and I chuckled lightly.

"Oops, I didn't know I could even do that." I felt a little bad, her bottom must be sore. I looked at her and my hand glowed, my mess disappearing and I looked at her cheeks, they were bright red. She sat down and yelped a little, getting right back up. "Here, let me... I trailed off as I searched my memory for a healing spell, I remembered the one Luna used on me and both my hands glowed, her cheeks returning to their normal colour. "There... Sorry about that." She caught her breath and looked at me, smiling.

"Sorry? That was THE best bucking I ever had... Well, quite frankly... The only bucking I had ever had. But from what ah heard, this was a thousand times better then any stallion. I must of cum at least twenty times!" She looked at me, a silly smile on her face and I chuckled, blushing. "Well, I think I'm going to take a little nap." She closed her eyes and was soon snoring lightly. I got dressed, and went to the back door, a little yelp made me look down. Apple Bloom was sitting there, her legs spread open, her hoof wet and a wet puddle on the floor. I blushed hard, this was the first time anypony caught me doing something like that.

"Uhh, how about we don't mention this to anypony..." She didn't close her legs, a look of need on her face. "Did you..." She shook her head, and looked away. I looked back and bent down, sinking my middle finger into her, and she wrapped her arms around my arm, lightly humping it.

"Oh... that feels sooo good." She lightly whispered, and I fingered her quicker. She looked at me and spread her lips, leaning up to me a little and I leaned down, putting my lips to hers. She licked my lips and I opened them, my tongue going into her mouth and I felt her tight cunny clench my fingers. She moaned and she squirted a little on my fingers. I pulled back, and she was flustered, my finger sunk deep inside her. "Thanks..." I smiled and pulled my fingers out, her juices leaking over her a little. I brought my fingers up and she took them in her mouth, looking past me a bit and looked up, smiling as she suckled my fingers. I smirked and pulled my clean fingers out of her mouth, and she looked at herself. I noticed her little cunny was a little wet and I picked her up, putting her on a barrel and leaned down and cleaned her off. "Ahh~." She laid back as my tongue flicked her clit a little. I pulled back, she was all clean and I put her back on the ground.

"There, this stays between us..." She blushed and nodded, I did the same and walked off, putting my music back on and wiped my mouth, taking a green apple with me. _Least she can give me, hehe. _I took a bite and smiled, the juicyness of it tasted so good. I took another bite and I continued jogging, running towards the path to Fluttershy's house. I decided to go see her, might as well. I finished my apple and threw away the core, and I wondered how fast I could run. I took out my headphones and put them in my sweater pocket.

"Hey Marshall!" I turned, looking up and saw Rainbow slowly flying towards me, a sleepy smile on her face as she landed near me. "What you up to so early in the morning?" She had a silly smile on her face, her right ear against her head.

"Well, Celestia is allowing me to participate in the running of the leaves." She grinned and lightly punched me in the shoulder.

"Well now, a little competitor huh?" I shrugged my shoulders with a little smile.

"Well, me and Applejack are having a little competition, you want in?" She looked at me and sighed.

"Shoulda known, heck yea! If Applejack want's to beat me this year, she is going to have to work for it!" I chuckled and ruffled my hand in her hair.

"You won't have to worry about her." She looked at me and bit her lip, she was smaller then me, and even if she tried to fly, I could keep up with her enough.

"Dang, you're right... no wings, ,ok?" I looked at her and nodded, putting my hand up and she hoof bumped me.

"You got it, wanna race me to Fluttershy's?" She flipped her hair and grinned.

"Hell yea!" I bent down, and she got up beside me, scratching the ground with her hoof. "Three, two, one... GO!" We took off running, she got a little ahead of me in the beginning, but my longer legs allowed me to take bigger strides and I soon caught up to her.

"Later Dash!" I ran full tilt, pulling a head of her and she gasped.

"Huh? Like hell!" She gave it all she got, slowly gaining on me and I pushed harder, my legs burning as we ran down that path quickly. I pulled away from her and never stopped, the cool morning air filling my lungs with each hard breath. I heard a flapping and she flew up beside me, making me roll my eyes, my hands glowing and my wings appeared and spread, flapping hard and I took off, Rainbow right behind me. Rainbow shot past me, a cone around her as she shot forward, making me grunt, my hands glowing and I drained my magic into my body, my wings beating overtime and I felt something surround me. I caught up to her, and looked over, her expression was shocked at me. I looked ahead and thought one thing... _Fuck. _Fluttershy was staring at me, deer in the headlights look as I got closer to her. My hand glowed and I closed my eyes as flash came over me and I teleported behind her, still going strong when I felt, nothing slowing me down, I flew faster and looked behind me, a red trail coming off my wings as I flew quickly, and I turned around, I veered off to the right, a tree right in front of me. Time slowed and I moved normally, I looked at it and threw myself around it, my wings flapping hard to slow me down and I hit another tree, breaking it down. I groaned and hit the ground, tumbling for a couple hundred feet before skidding to a halt. I opened my eyes, my body was glowing red and it stopped, not much pain filling me as I used a protection spell around myself.

"Oh my gosh! Are you ok?" I looked up, Rainbow and Fluttershy came flying at me, a little skid mark, about a foot deep and two hundred feet long, cutting through trees and bushes was what I left. I got to my knees and groaned as I stood up.

"Yea, I'm good, how about you Fluttershy." She smiled and blushed, nodding lightly. Rainbow walked past her and looked at me.

"How the hell did you do that?" She was smiling and I raised my eyebrow, deciding to be a little smug.

"Well when you fly into the forest at high speeds, shit tends to happen." I smiled and she giggled, shaking her head.

"Not that, I mean the red lines, from your wings, and you went faster then me, if I hadn't preformed the Sonic Rainboom at least." She grinned hugely and flipped her hair. "That was fast, oh and sorry Fluttershy." Rainbow blushed and I shook my head.

"I should be sorry, I was the one who almost hit her." I looked over at her and she eeped, blushing. I bent down and hugged her.

"Well I have some things to do, like nap, laters!" Rainbow took off and I rolled my eyes, looking down at the giggling Fluttershy.

"So, what are you up to this morning." I broke the hug and stood up, dusting myself off. We walked back to the path and I looked down at her.

"Well, it's spa day for me and Rarity, and I was off to see you..." She trailed off and I chuckled, cracking my fingers, Fluttershy looking at them and I could tell she wanted to ask me something.

"You want me to tag along? Give you and Rarity your massages?" She blushed and smiled, slowly nodding. "Well, lets get there now." She raised her eyebrow and I shook my head, a little smile on my face and I bent down. "Hold me tight and don't let got until I say you can ok?" She nodded and wrapped her hoof around my midsection, my hands glowing as I teleported us to the spa.

"Ahh! Oh hello Marshall, Fluttershy, nice entrance." I opened my eyes, Rarity trotting over to us, Fluttershy was quivering a little as she held me.

"You can let go now Fluttershy." She opened her eyes and smiled.

"That was... quick." She let go and the two spa ponies, Lotus and Aloe came up, smiling.

"Hello again Marshall, and you too, Fluttershy and Rarity." Lotus turned to Rarity. "Shall it be the usual?" Rarity nodded and looked up at me.

"Yes, but Marshall here will be doing our massages today." They nodded and Lotus took the two girls while Aloe stood by me.

"Umm, Marshall... " I looked down at her, her cheeks a little pink. "Would you be as kind to... give me and my sister... massages?" She looked at me and I smiled and nodded.

"After I'm done with them two, you girls will be up next, time permitting." She raised her eyebrow and I chuckled. "I'm preforming a little concert here in Ponyville for the start of autumn." Her eyes lit up and she smiled.

"You are a musician? I find musicians, attractive." She walked away, looking back and motioning for me to follow, her hips swaying a little. I gulped a little and followed her inside, Rarity and Fluttershy getting into a hot tub to soak. I leaned down to Aloe, whispering in her ear.

"I could do you girls now if you would like." She smiled and nodded, trotting over to Lotus and whispered in her ear, Lotus nodding and both girls taking a wrist in their mouths, pulling me to the massaging section. We entered and they closed the door behind us, both of them looked at me, blinking a little, their cheeks pink. "Well now..." I cracked my knuckles. "Shall we get started." They nodded and got up on the tables, looking back at me. I stood between them, looking over them both. "Now the challenge is to pick who to start." They looked at each other, and I frowned. I pulled a bit out of my pocket and rested it on my thumb. "Heads, Aloe, tails, Lotus." I flipped the coin and it landed on the floor. "Heads, Aloe, your up first." I picked my bit from off the ground, Aloe smiling and Lotus frowning a little and I pet her mane a bit. "Don't worry, she will be mush in no time." I smiled and straddled her hips, making her shake a little from excitement.

"Please go easy on me..." She whispered and I nodded, putting my hands on her shoulders, getting myself comfortable before I gently rubbed my thumbs into her shoulders, making her gasp and lay her head down. I smiled, gently running my hands up and down her back, before I worked my fingers into it. "Ohh..." She lightly moaned, shivers going down her spine as I lightly hummed to myself, massaging her back. I looked at her sister, she was smiling and rubbing her hoof over Aloe's.

"I think she likes it." I chuckled and moved my hands to her lower back. "Do you want me to continue?" I didn't want to go too far unless she wanted to.

"Yes..." She lightly whispered and I didn't continue.

"What was that?" I teased her, and she turned around, her mouth lightly open.

"Yes! Please don't stop!" I chuckled and sat back on her thighs, running my hands over her cheeks, and around her cutie marks. "Ahh~" She shuddered, and I smiled. _So cutie marks are pleasure points. _I stopped, leaving her twitching a little, her mouth open, a silly smile on her face.

"Well, I think that's enough." I got off and looked at Lotus, her cheeks pink, a little smile on her face. "Time for you-" She put her hoof on my lips.

"I think I would like a _different_ kind of massage." I blushed and she spread her legs, her cheeks pink.

"Well, I think I can help you with that, especially since I have this." I flicked out my tongue, my piercing on display to her, making her gasp and she shuddered.

"Ohh please, use that on me..." She whispered and ran her hoof over my waist, and a bit over my cock. I ran my hand over her flank, over her pink lotus cutie mark and she shivered a little. I felt another hoof run over my other thigh, and I looked over at Aloe, a small sleepy smile on her face, she was blushing and moved a little, a small puddle where her privates were.

"You want some too? I think I can do that." They giggled and Lotus got up, pushing me down on the table lightly, and I laid back as they both fumbled with my belt, trying to get it undone. I chuckled as they whined, looking at me with begging eyes. I undid my belt, my button and Lotus undid my zipper, and they both pulled down my pants, my half hard cock lightly tenting my boxers.

"Ooo, its pretty big." Aloe said, smiling at me and I scratched the back of my head.

"Well, it's not fully hard yet." Both their jaws dropped, and they looked at each other, before looking at me, wondering if I was lying. They smiled and both grabbed my waistband in their mouths, pulling my boxers down and they both stared at my cock, before licking up it, both girls making out over the tip of my cock, making me groan, my cock twitching. "Ahh!" They looked at me, their tongues running over the others and my cock, when Lotus went down, then back up as Aloe did the opposite. Both girls moaned as they suckled my cock, and it got full hard, just about seven and a half inches of pure pleasure. They pulled back and looked at the other, both wanting it inside them.

"Lotus, you get the first try." She smiled and Aloe frowned, looking at me and I flicked my tongue out, she stared at my piercing and she climbed up to me, putting her lips to mine, driving her tongue in my mouth as Lotus straddled me and lined my cock up to her opening and slowly sitting down on me. I moaned in Aloes mouth, her sisters tight tunnel squeezed my cock nicely, my cock straining her a little as she shuddered.

"Oh sweet Celestia, you are sooo... ohh... bucking big..." She only had about three quarters of me inside her and it hurt a little, she was so tight. Aloe pulled back and straddled me, lowering her cunny to my face. I wasted no time and spread her lips with my thumbs and sunk my tongue deep inside her. She moaned and leaned her head down, licking my cock base and trailing up, licking her sisters clit and made her moan. "Ohh." She pushed down further and took me all the way in, my cock head straining on her cervix. Aloe pulled her head up.

"How is he sis?" Her voice full of lust, and she leaned back down, licking my cock when Lotus pulled up, and licking her clit when she sunk down.

"He is wonderful... I can't even begin to describe it." She was going at a nice steady pace, and I knew she wouldn't last to much longer, as she started fucking me with serious need. "Ohh,... I'm ganna cum..." Her walls spasmed a little and wetness flooded my crotch, and I smiled as I felt Aloe shiver, her walls clamping down on my tongue, her juices squirting into my mouth. She was all the way down, and Aloe lifted her rump off my face and looked at me.

"You... you haven't cum yet... how is that possible?" I smiled and wiped my mouth as Lotus pulled up, my cock leaving her, a look of pure pleasure on her face as she laid down on my chest, breathing heavily.

"I can last for a long time, you want to give it a try?" She nodded and straddled me, plunging my cock deep inside her.

"Don't worry Marshall, I will make you cum." I felt my cock twitch deep inside her from her dirty talk. "Ooo, you like dirty talk huh?" I nodded and she pulled up, a nice little smile on her face. I put my hands on her hips, pulling her down to me and I thrusted up as best as I could. "Ohh yes, fuck me hard with your long hard fuck tool." I smiled and pounded her little pussy, her tight walls spasmed as I fucked her hard and good.

"You like that?" She nodded and I felt my orgasm approaching, and I groaned a little and fucked her harder. "I'm ganna cum soon." I moaned and Aloe fucked me with a great need, her walls clamping down on me as she squirted over my cock, not stopping as I reached down a pinched her clit, making her gasp. She looked down, and I knew she wanted me to cum inside her, seeing as how we were two different species I couldn't get her pregnant... right? I wasn't sure, but man, I did want to fill her up.

"Wait, don't cum inside, I want to taste you." Lotus spoke up and I looked at Aloe and she pulled me out, both girls going to town on me, Lotus taking my cock in her mouth and Aloe licking my balls, feeling them twitch.

"I'm gonna cum..." I prepared to shoot my load, my hand glowed and I felt my balls tingle and I smirked as Lotus pulled up and both girls licked my head and I my cock twitch quickly and my vision blurred a bit and my first rope shot into their mouths and they pulled back, my hand going to jerk my cock off quickly as rope after rope shot over them. They giggled and stuck their tongues out, catching a bit of my seed on them and I felt my last shot dribble out, I let go of my cock and it ran down it a bit. I looked at the girl, ropes of white was strewn across their faces and they turned to the other, french kissing, sharing my cum between their mouths, and I sighed and smiled. _Fuck these girls are hot._

They pulled back and Lotus licked the little bit off my cock and they swallowed what they had, my seed still roped across their faces. "Mmm you taste good Marshall." Lotus giggled and Aloe nodded.

"You girls look pretty good with my seed across your faces." I smiled and looked at them, making both girls giggle and they looked at me, seductive smiled on their muzzles. "Anyways, I think it's time to get you girls cleaned up, Rarity and Fluttershy need their massages." They nodded and set off cleaning the other off, licking my cum from their faces. _God damn... _I sat up and got cleaned up myself. _I think I need a bath. _I pulled my pants up and looked at the girls, they were wiping their faces of the rest of my sticky substance from their faces. Aloe looked at me as Lotus sprayed freshener around.

"If there is anything you need, please, tell us." She smiled and I thought about it.

"Well, I could use a good cleaning." She put her hoof on my lips.

"Say no more, Lotus, close down shop, when Rarity and Fluttershy leave, we shall give him the full treatment." Lotus nodded and she trotted off towards the front door and I bent down and hugged Aloe, making her blush a little.

"Thank you." She nuzzled me and sighed a little as I held her.

"Eh em... We aren't interrupting anything, are we?" I blushed and looked over at Rarity smiling, Fluttershy behind her, a look in her eye as she looked at me, blushing.

"N... No." I grunted, clearing my throat. "Anyways, lets get to your massages, shall we?" They both smiled and nodded, walking into the room as Aloe left and both the girls got up onto a table. I walked over and went to Fluttershy, straddling her hips and got to work. She laid her head down, looking back a me a little bit, a smile on her face. Rarity giggled and Fluttershy closed her eyes and laid her head down, taking a deep breath. I massaged her back for a couple minutes when I heard her snore lightly. I stopped and looked at Rarity. "Now for you." She smiled and nodded, tucking her hoof under her chin.

"It's not polite to keep a lady waiting Marshall." I smirked and moved off Fluttershy and got to work on Rarity, and she really enjoyed it. "Ohh darling, your fingers feel amazing on my coat." Her coat was really smooth, and felt good under my fingers.

"Well, your coat is so smooth, and it feels good under my fingers." She giggled and I dug my knuckle into her spine, slowly running it up and down.

"Ahh, that is different. Mmm, but it feels good." I felt her shudder a little as I ran my knuckle up her spine. I stopped, getting off her and she sighed, stretching out a little. "Thank you Marshall." I blushed and scratched the back of my head. She got up and woke up Fluttershy, she was a little dazed as she got to her hoofs and leaned on Rarity as they walked out. Once they left I turned around, Lotus and Aloe standing there, with clothes on Lotuses back. _She must of gone and picked me up clothes from the library._

"So Marshall, shall we get to your treatment?" Aloe spoke, that accent made me smile and I nodded. "Wonderful, come on, lets go." She grabbed my wrist in her mouth and lead me to a huge tub, steam coming off it. "Alright, you may get in." She stood there and I stripped to my boxers, her cheeks pink as she looked at my chest and I was about to get it when she put her hoof on my hand. "No clothes allowed." She smirked a little and I blushed, removing them and quickly getting in. I dunked my head under water and came back up, laying back on a hot towel she place behind me. She put some shampoo in my hair, and started working it in. I sighed and relaxed, the bubbling water gently caressed my worn, dirty body. I felt her wash her hoofs off in the water and then spread something on my face. I looked at her, she had a razor in her mouth, and was putting shaving cream on my face. I smiled and let her do her thing, she was amazingly gentle with the razor, cutting just what I didn't want. She put the razor down, and picked up a steaming face cloth, putting it to my face and gently washing it. It felt good, and I felt something pull my legs up. Once Aloe removed the cloth, I saw Lotus massaging my feet, her hoofs digging in nicely.

"Man, this place is wonderful..." I giggled a little and tried to pull my foot back as it tickled a little.

"Does Marshall have ticklish feet?" Lotus giggled and I blushed, nodding as a tingling feeling ran up my spine. I looked over at Aloe and brought my feet back down in the tub, sitting up a little more, my chest out of the water.

"Could you pass me the razor? I want to shave my chest." She smiled and picked it up, moving closer to me. "Thanks, but don't cut off the middle, I like to have some left." She nodded and got to work, removing all the hair, except for the middle line all the way down. Once she was done, I laid back down and dunked my head under the water, running my fingers through it as I washed the shampoo out of it. I came back up, wiping my face a little and I laid back, closing my eyes. I heard them walk to the other, whispering and then hoof steps came closer and I took a deep breath when lips got pushed to mine. I brought my hand up, caressing the face of whichever one was kissing me. She licked my lip, and I opened them, our tongues dancing and touching the others a little when she broke it and another set of lips came down, tongue driving into my mouth, shuddering when she felt my piercing. This one pulled back and I opened my eyes, looking up to the blushing spa ponies. "You girls are to kind to me, but I have to cut this short, I have a show to play." They both pouted and I chuckled and picked up a towel, wrapping it around myself as I got out. They left and I dried off, and got dressed, clean clothes after a nice little spa treat felt good. I picked up my sword, strapping it to my back, taking it out and inspecting it. _Getting a little dull, a quick sharpening should fix that. _I walked towards the front door, and waved goodbye to the spa ponies before I headed home, which didn't take long at all and I soon arrived at the library. I looked around the library and found what I was looking for, it was an Arkansas stone. _Perfect. _I picked it up and walked inside, sitting down and started sharpening. After an hour or so of sharpening, I took another look at the blade, running my thumb along the side of it, smiling to myself. "Nice." Just then, the door burst open and in ran Twilight, she looked scared, talking as she came through the door.

"... Left them last time." She finished and I raised my eyebrow as the other girls came in, following her.

"Are you sure that's what she said Twilight?" Applejack trotted up to her and Twilight set down the big book, nodding furiously.

"Yes, he is coming back, the black mist has been seen around the city, Cadence can't hold her barrier for too much longer." I was super confused.

"Well then we just do what we did last time." Rainbow was flying and crossed her hoofs, putting one up in the air a little. Twilight shook her head, her horn glowing and five necklaces with the girls cutie marks, except for Twilight came floating from inside the book.

"He is stronger this time, we will need the elements of harmony to do this." _The fucking elements of harmony were here all along? And she never told me about them? _I stood up as Twilight floated the respective necklace to the rightful pony, and a crown floated out and she put it on her head.

"Oh dear... it was so scary last time." Fluttershy cowered and they acted like I wasn't here.

"Could somepony tell me what the buck is going on?" I must of startled them as they jumped, Fluttershy yelping. Twilight looked at me, a fake smile on her face.

"Don't worry about it Marshall, we will be back in a couple days, just stay here." I didn't buy it one bit, she was lying to me and I wanted to know why.

"What, I don't get to go on this little adventure at all? After all I have done around here? Becoming Protector of Ponyville, saving your asses a couple times, and almost dying in the process... And when all of Equestria needs heroes, you all go off, not giving me a second thought? Taking all the glory for yourselves." They all looked away, Fluttershy was tearing up from my louder voice. "Your serious..." I turned around, Twilight had a sad look on her face and she stepped forward.

"Marshall wait..." I turned around and glared at her.

"Don't even start Twilight..." I turned around again and walked out the door. "After all I have done... This is the thanks I get... Nice..." I left, not once looking back. It wasn't about the fame, I could live without that, what if something happened to one of them, what if... only five came back... I shuddered, just thinking about it made me a little hot headed. I looked up, staring at the city of Canterlot... I'm going right to the source. My hands glowed and my wings appeared, I spread them and took off flying, heading for the great city.

After an hour or so, I arrived, landing in front of the castle and I walked right inside. Some of the guards saluted me, and I ignored them, looking for the main hall. I soon found it and kicked in the door, Princess Celestia gasping. "Mar- Marshall?! What are you doing here?" She faked a smile and I took a stuttered breath. Luna came running at me and I brushed right by her, leaving her looking at me with a sad expression.

"What's the big idea..." Celestia blushed and looked away, I glared at her. "Sending my friends off to potentially die, and not send me along? What the buck Celestia." I took a step forward, one of the guards gasped and approached me with a spear in his magic.

"Back up pal." I looked at him and grabbed his metal spear, my hand glowing and I broke the tip off, throwing it to the floor, it clanged loudly for a couple of feet and he cowered away.

I heard guards come running in from behind and I turned around, looking as them made a semi-circle around me. "Stop... you have the right to be mad." I turned around and looked at her, she got off her throne and walked down, sighing. "It's wasn't by my choice that you weren't asked to go along, I wanted you to... It was your friends." I opened my mouth to speak but she put her hoof up and I stopped. "They have the Elements of Harmony to keep them safe, while you..."

"Would just be a burden..." I finished and she shook her head, giving me a light smile.

"No, no..."

"Don't bullshit me, I know it... The truth hurts sometimes..." I cut her off and I fell to my knees. "But what if something happened to them... what if only... five came back..." I looked at her, Luna coming up to my side and hugged me. "I can't handle another person close to me dying..." _Fuck..._ She looked at me and I sighed. "There was a girl, back on earth... We dated for a couple years, and when I turned nineteen I was going to ask her to marry me. After a small party with friends, I offered to drive her home, but she refused and said she could walk a couple blocks home. She got gang raped, robbed, mutilated and murdered..." I closed my eyes, shaking lightly. "That was the last time I saw her..." I broke down... I couldn't let anything happen to these girls. "If I even went with her, she would of still been alive..." I looked at Celestia, Equestira was peaceful, so something like this must of shocked her. "She was my everything, I loved her." She cried, tears running down her face and I did the same as she approached me and bent down, hugging me as well as Luna. Celestia broke the hug and I stood up, Luna's face was completly wet from tears, I wiped her face with my hand, and smiled. "But that's the past, you can't dwell on it, not matter what you do, you can't change it. You ponder more, and worry about things that you didn't do, to things you did do." I looked at Celestia and she slowly nodded.

"Very well... I will get you on the train, it will be here in five minutes." She smiled and it lifted my spirits.

"Thank you so much. I will protect them with my life." She nodded slowly and I left, heading for the train station. I made it out into an empty hallway when I heard hoof steps behind me.

"Marshall wait!" I turned around and saw Luna running towards me. I bent down and hugged her, she was crying a little. "I want you to know, you have to be the bravest guy I know, I love you." She leaned up and kissed me, tilting her head lightly, her breathing was a little stuttered and I caressed her wet cheek. I broke it and hugged her tight. "Please be safe." I nodded and smiled, her own muzzle turning upside down and a nice little smile came over her.

"I promise you, I will return with all my friends alive." I stood up and left, heading to the train and I found the one going to the crystal empire. It soon rolled off the station and headed towards Ponyville, and I knew I had to come up with something if I didn't want the girls to know I was there. I looked up, a baggage loft was up there and I climbed up, put of sight from the car, and I smiled, closing my eyes as I fell asleep.

"ALL ABOARD!" I shook awake, the conductor startling me a little and I heard the door open to the car and I listened.

"He seemed so angry... I feel so... bad." Fluttershy's quite voice was easily recognizable. Hoof steps filled the car and I heard a couple squeaks from them sitting down.

"He just want's the glory, you heard him." Rainbow, I wanted to roll off right now and give her a piece of my mind as the train started rolling.

"That's not like him." Twilight. "I think there is something more, something he didn't want to share, I think he really fears for our safety, a lot." _Damn straight._

"Why didn't you tell him Twilight? He looked so devastated." Rarity, she understood me.

"Because, we have the elements, he might just be a..."

"Burden." The girls gasped and I rolled off, landing on the floor, looking at them.

"Marshall?! What are you doing here?" She came over to me and looked at me. I bent down, and put my hands on her shoulders.

"I'm protecting my girls, I can't let anything happen to you. I don't care about myself, I care about you." She looked at me, trying to find a protest but she couldn't. "I'm sorry if I upset you girls, I was just..." I looked at them and they all nodded in understanding. "So, just what threat are we facing?" I picked Twilight up and set her on a seat, bench thing and she sighed.

"Well, there was an evil unicorn named King Sombra, and he took over the Crystal Empire. Princess Celestia and Luna banished him to the frozen north, but he managed to put a curse on the empire, when he disappeared, so did it. But a couple months ago, he magic hold keeping him away weakened, and he reappeared along with the empire, and Cadence and Shining protected it until we got the crystal heart to defeat him for good, or at least... We thought we did." She sighed and I looked outside the train, the wintery landscape looked harsh, and off in the distance, a big city, surrounded by a blue barrier.

"So you are going to use the Elements, to try and stop him." I didn't look at her, and I sighed. "Man I feel useless." I felt her hoof on my shoulder and I turned towards her, a stern look on her face.

"You are not useless, you are amazing, in more ways then you can count." I looked at her, and the other girls nodding, coming closer to me, a small semi-circle around me. "You are smart, witty..."

"Honest, hardworking..." Applejack continued.

"Loyal, awesome..." Rainbow added.

"Honourable, and generous." Rarity smiled.

"You can turn any frown, upside down." Pinkie gave a me a little hug.

"And you are kind, loving, caring, and the best friend anypony could ask for." Fluttershy ended... and ... fuck... I broke down, tears of joy as they listed off how much I meant to them, and what qualities I had. They hugged me, all of us sharing a little moment.

"I love you girls... I don't want anything bad to ever happen to you, ever." I didn't even notice the train stopped and the door opened.

"Am I... interrupting anything?" I opened my eyes and looked over, Shining Armor standing there, a little smile on his face, a little tear running down his face and I raised my eyebrow.

"Crying Shining?" He blushed and shook his head.

"Liquid pride. I'm proud of you Marshall, I know how much you mean to my sister, but her friends too?" I smiled and stood up, the girls all looking at me proudly as I looked down at them all.

"Little early for any good feelings, we have to stop Sombra." I looked back to Shining, and he nodded.

"Let us get to the centre of the city, we can talk more there." We all nodded and got off the train and it rolled away, I looked back at the girls and felt uneasy, looking around. "Something the matter." I nodded and looked around.

"Yea, I got a bad feeling, here, everypony, hold hands, I'm teleporting us outta here." They all nodded and we got in a circle, both my hands glowing and I pushed hard, but nothing was happening, until I took a deep breath, and opened my eyes, my hands were glowing brightly and I saw the girls elements started to glow, and I felt... no burden, ,but my vision blurred to white, and we teleported easily, I couldn't see and the girls gasped. I let go, falling to the floor, my vision returning and I looked at my hands, their glow slowly fading. I saw a little smoke come up. "What the..." I moved my hands, and there were burn marks in the rug.

"How... how did you do that?" Twilight stuttered and I shrugged my shoulders, a little shaken up.

"I... I don't know." I looked around, Cadence walking out, her horn glowing and she looked... tired as all hell. Shining went over to her and they nuzzled each other, a small smile on her face. "No time for questions, we have to defeat Sombra..." I thought about it for a moment as I got to my feet. "So where the heck do we find him?"

"He will come, when I cannot keep the barrier up any longer, he is stronger, the crystal heart is no match for him alone." Cadence said weakly, tears in her eyes as she looked at me, but she smiled a little as I walked over, bending down and I looked her in the eyes.

"We prepare as quick as possible, and then you can rest." She sighed and smiled a bit bigger.

"Thank you." I felt a hoof on my shoulder and Shining smiled at me, before pulling me in for a one armed hug.

"Yea, thanks Marshall." I wrapped my arm around him as well for a bro hug, and soon broke it, walking over to the girls.

"So we need a plan..." After a couple hours, I looked at the girls again and smiled. "Ready?" They all nodded. "Good, Cadence, lower the barrier." She nodded weakly, laying on the floor and she sighed, her horn stopped and me and the girls got into a small circle and I teleported us to the ground , right next to the crystal heart.

"Alright galls, keep an eye out." Applejack said and they all got into a circle, looking around, Rainbow, Fluttershy and me all took to the sky, getting a higher vantage point. I saw a black mist coming from the south.

"SOUTH!" Rainbow and Fluttershy dove down but I stayed up, the girls getting into position below me. The black mist came closer, and I felt a little... weird, but shook it off.

"YOU SHALL ALL BOW DOWN TO KING SOMBRA AGAIN!" His voice was gruff, booming and I was a little shaken from it. Before I knew it, a large black crystal came flying down and almost hit me, I just dodged at the last minute and I flew towards the ground. I landed and drew my sword, when the black mist collected in front of me and I saw him for the first time. He was a dark grey stallion unicorn, his horn was different, a little more curvy, it went from grey to red. His mane was black as the empty night, his irises were red, and the rest of the eye was green, darkness leaking out of the corners. He wore metal armour and a red and white kings cape.

I took a stance and he glared at me, a little stare down between us. "So, you are Sombra eh?" He snorted, black coming for his nose and he scratched the ground a little.

"That's KING Sombra to you!" I chuckled, making him mad.

"King my ass." He roared and came at me, I moved to the side, my sword bouncing off his armour and he bucked me in the chest, sending me to the ground. I back rolled and a small crystal flew right where I would be. I looked as she charged at me, my hand glowing and I pushed, making him skid back, but he shook it off, and I swung my sword, just nicking his cheek, blood seeping from his wound. He licked it off and smiled, his horn glowing and I looked at him, as he started laughing evilly. I stood up and looked around. "Is something supposed to happen?" He gasped and looked at me.

"No way, I can use any darkness you have and... you should be dead by now..." He tried again, his horn glowing and I felt... nothing. He stopped and took a step back, shaking his head, before looking past me and smiling. He rushed at me and I dodged when I saw he was going for the girls. They all got out of the way except for... Fluttershy. I teleported, time slowing as I swung my sword, getting him across his chest but his horn when into the right side of my ribcage, pain shooting up as he kept me on his horn and rammed into a wall before dropping me. I fell the the ground, blood draining out of me, he went all the way through, breathing difficult as he pierced a lung. I looked up and the girls used their elements, Sombra yelling, but it wasn't enough. I looked at Twilight and my hand glowed, a red beam going to her and her own got bigger as Somba started to disintegrate before my own eyes, the crystal heart sending out a pulse and he was vaporized. Everything got quiet, a couple ponies cheering as I laid my head down, coldness overcoming me.

"Marshall! NO!" I felt hooves run over my back, and they flipped me over, I smiled weakly at the girls. "No, no, no, no..." Fluttershy was bawling her eyes out, her words gargled.

"Don't worry about me..." I coughed, blood filling my mouth. "We won... we won..." I felt my eye lids get heavy, my vision blurring into whiteness.

"Twilight do something!" Rainbow looked at Twilight and she shook her head, crying, she caressed my cheek with her hoof and smiled.

"Yes we did... now sleep..." I felt a tear leave my eye as I closed them and darkness over came me.

**Twilight's point of view.**

"He's... gone..." Fluttershy had her hoof on his neck, looking for a pulse. "He's..." She broke down, Applejack holding her as she sniffed, taking her hat off, tears running down her face.

"Twilight! Why didn't you do anything?!" Rainbow pushed me, and I felt tears run over my muzzle and onto the ground.

"He gave his last energy to help defeat Sombra, his fate was sealed." I looked down at him, that smile was still on his face, his eyes closed and I knew... he would never open them again. "There was nothing I could of done."

"I... I..." Pinkie started and she sat there, her mane straight and she cried, Rarity holding her and I looked at Rainbow, hoof steps coming up behind us.

"You girls did it!" Shining came running, a smile on his face and Rainbow got up and smacked him hard across the face, he recoiled and looked at her.

"But at what cost! Marshall's dead!" She broke down and Cadence started crying, rain starting to fall onto all of us. My brother wrapped his arm around her and I went to go comfort Rainbow. She looked at me, then back to his body and shook her head. "I'm bucking out of here." She flew off and I didn't stop her, she was hurting a lot inside, she didn't like to show it, but I knew she was. I took a big sigh, and the rest of us group hugged.

"We have to tell the Princesses." I said slowly, looking over his body.

"Tell us what, my star pupil?" I looked back and there was both Princesses.

"Marshall... he's dead..." Luna gasped and shook her head, tears running over her dark coat, and off her chin.

"It's all my fault..." We looked over at Fluttershy, she pushed Applejack off her and laid her head on his chest. "It's all my bucking fault!" She yelled, totality unlike her. "If I moved..." Applejack put her hoof on her shoulder.

"Easy now sugarcube, don't go and beat yourself up..." Fluttershy turned around and smacked her hard, enough to make Applejack fall back.

"Oh my gosh..." Fluttershy looked at her hoof and looked at Marshall's discarded sword. She reached for it and I tackled her.

"No Fluttershy!" I pinned her down and she shook heavily, trying to throw me off her.

"No! I deserve to die too! I want to die!" I looked at her, she was completely torn, her eyes were full of guilt and sadness.

"Fluttershy stop... please" I begged her but she still tried to get his sword.

"No! Let me do it, I can't live without him!" She broke down, tears soaking her face. "It's all my fault! I should be dead, not him!" She hugged me tightly and I moved her away from him, holding her tightly as well, letting her cry on me.

I looked around, the crystal ponies coming around, some crying, others teared up, one held a flag in her mouth, and I took it, laying it over Marshall. _I'm gonna miss you so much... I love you. _I looked at Celestia, she was crying as well, and she looked at me. "We will give him a heroes burial." I smiled weakly, it felt like I was stabbed in the heart.

**A couple hours later.**

We made it back to Ponyville, I kept a close eye on Fluttershy, she was always trying to kill herself, wanting to jump in front of the train. She curled up in a corner, lightly shaking, she cried the whole way home. We arrived in Ponyville, Celestia sent news ahead of us, the ponies all at the station to say their final goodbyes. As we got off the train, Octavia tried to get past me, but I used my magic to hold her back. She had been crying for a while, her eyes puffy and red.

"Marshall..." She sat down, and shook. I noticed a lot of ponies were there, Lyra, Spitfire, Vinyl, heck, even Trixie showed up. Everypony was crying as Applejack, Pinkie, Rarity and Octavia helped carry Marshall's casket off the train. _Where is Rainbow._ I couldn't really look for her as I had to keep a close eye on Fluttershy. They carried him up on stage, Mayor Mare was there, she had been crying too.

"Ladies and Gentlecolts... We are gathered here today... to say goodbye to a friend, a special friend... Marshall. He has given so much, and rarely taken, he gave his life, defending those he held dear. He was someone you could go to for advice. Someone who you could laugh with, cry with, someone who would always be there for you, in the best of times, and the worst of times. He was a true friend... A moment of silence please." She couldn't continue and had to step off the stage. We all bowed our heads, and after a minute, we heard something, we all looked up and Rainbow was flying down quickly. She had a cone go around her and she pushed harder, flying faster then ever and right about the town centre, she pulled up, a sonic rainboom left in her wake, a rainbow trail followed her and she started writing in the sky. _I love you... _I smiled and felt a tear leave my eye, he would of loved to see that. The five of us were around him, and Rainbow landed, joining us.

"Good job Rainbow, he would of liked that." She smiled and we all came in a circle, mentally saying our last goodbyes. His casket was open, his relaxed smile, his sword laying over his chest. He was wearing his tux form the Gala, Rarity's best suit ever. We all cried silently, closing our eyes and I felt a pulsating on my head. We all opened our eyes and the Elements were flashing brightly. "What is happening?" I whispered, and the light got so bright that we closed our eyes and I covered my face with my hoof. I heard a male cough a couple times, before groaning.

"What the..." That voice. I looked down, Marshall was slowly opening his eyes, looking up at us.

"MARSHALL?!" I said and gasps rang out, Fluttershy jumped on top of him making the table topple and his casket fall to the ground.

**Marshall's point of view.**

Fluttershy hopped on me and I looked around, her hoofs tightly gripping me. "Hug me, hug me, hug me!" She shook, and I wrapped my arms around her.

"Hey, take it easy..." I looked around the others had shocked expressions on their faces. "What's up?" I felt like I just woke up from a nice nap. I looked past them, a big rainbow coloured ring with something drawn in the sky. _I love you... _I blinked... wait... I'm outside. I looked around, everypony was speechless.

"The Elements... They brought you back to life!" I looked around, seeing happy smiles on everyponies faces.

"I died?" Fluttershy leaned up, kissing me aggressively before pulling back.

"Yes... it was all my fault... I didn't move, and you sacrificed your life to save me. Afterwards, I wanted to... kill myself.." I looked at her and she got off me, letting me get out of the casket. Once I was out, I bent down and hugged her.

"Never do that..." She shook and nodded, cheering ringing out and I got hugged from all around. I felt a tear leave my eye, I apparently cared a lot to someponies. Everypony let go and I felt tired. "Can I go to sleep? I'm exausted." I bent down, hugging my girls one by one, kissing them on the cheek until I hit Twilight. "Lets go home." I stood up and Celestia walked up the stand.

"I do not know what to say, this is a miracle, our beloved friend and companion lives again." Everypony cheered and I waved a little, limping towards the library with Twilight. I looked down at her and she was crying a little.

"What's wrong." She looked up at me and smiled, shaking her head.

"Nothing, I'm glad you are alive... I don't know what I would of done with out you." I smiled and we soon made it back, we hobbled up to my room and she closed the door as I took off my fancy tux, and my sword. I sat on my bed and looked at Twilight. She came up and pushed me back, nuzzling me and I held her tightly, not wanting to let her go. "I love you so much." She yawned and I stroked her back, her breathing coming to a slow one.

"I love you too Twilight... I love you all..." I trailed off as I fell asleep, knowing full well what I meant in this place.

**Hey hey! Thanks for reading and reviewing! Leon's Memories will be uploaded this week, I will be uploading at least a 10,000 word chapter, for each story alternating each week, so this week will be LM, and next week will be this one. That's minimum, so I may upload inside that frame, but it's so I can focus on writing better, and write more stuff. This chapter is almost 12,00 words, that's quite a lot. Anyways, I may have a Spike x Mane Six up this week, the first chapter, minimum 5,000 words and at least 6 chapters. I also have a random Army guy in Equestria I randomly wrote, might release it, might not I don't know, it kinda came to me and I just started writing. Anyways! See you later on this week!**


	21. The Race

I was on the floor, darkness around me and I got to my feet, looking around for anything. I heard echos from behind me, loud clopping sounds for hoof steps. I turned around, a dark figure stood a couple feet away, its mane flowed freely, even though there was no breeze. It's horn was pointy, longer then a usual unicorns and it stood taller as well. It opened its mouth, white teeth looking at me. "I missed you Marshall." That voice was familiar, touching to hear again and I fell to my knees, wrapping my arms around it.

"I missed you too Luna." She lit up, her dark coat and flowing mane which looked like the clear, beautiful night sky, was now on display to me. I felt her shake a little, she was crying a bit as she held me, nuzzling her muzzle into my neck. I gripped her tighter, her hoofs wrapping under mine and slowly rubbing my shoulder blades.

"You lied, you said you would come back with the girls alive Marshall." She said mid cry, her voice stuttered and I pulled back a little, looking her in the eyes.

"I kept my promise. I said I would return with them alive. They did come back alive, I didn't say I would. Sorry, but I did keep my word..." She smiled, giggling a little as she sniffed.

"Technicalities with words Marshall." She smiled and I did the same, standing up and I sighed, taking a deep breath. "You need to come see me soon, I would love to spend time with you, face to face." She smiled, her eyes twinkling a little. I nodded, putting my fingers into her mane, the flowing mass felt smooth, flowing around my fingers.

"Yea, I will. I promise." She closed her eyes and I wondered something, her reaction raising my interest. "Can you feel this?" She smiled and nodded, nuzzling my hand with her face, letting my hands run over to her face and muzzle. I looked at my hand, it started to disappear, and I looked at Luna, sighing a little. "I guess I will see you later." She nodded and put her hoofs on my abs, putting her lips to mine as I woke up.

I opened my eyes, seeing nothing but darkness, something warm, soft and pleasant moving against my lips. I couldn't move, my brain awake but my body was sleep paralyzed, something laying on me. I felt a light flapping and I just closed my eyes, a tickling sensation on my lips and I opened them, feeling a tongue slither into my mouth slowly. I felt my tongue move against my own, hoofs gently touching my cheek. I opened my eyes again, my body slowly regaining movement and I brought my hand up, glowing a light red and I saw Fluttershy curled up on me, her lips pressed to mine as she kissed me passionately. She pulled back, those cyan eyes staring into mine. "Hey handsome." She smiled a little, prompting me to smile a little sleepily at her.

"Hey..." That was the best I could come up with, clearing the cobwebs from my mind as I rubbed my eyes, making her giggle. I looked outside, it was still night time. "What are you doing here?" I looked at her and she looked on the brink of tears, laying her head on her hoofs.

"I... I couldn't help myself. I couldn't sleep, I'm sorry..." I saw a single tear run down her face and I wiped it away with my thumb, making her look at me.

"I'm not mad Fluttershy, it's ok..." She tilted her head as she laid her head on my chest, her ear right over my heart and she closed her eyes, taking a deep breath as she listened to my heart beat. I brought my left hand to her long pink mane, running my fingers through it as I looked down at Twilight, she shifted in her sleep on my right side, a little smile on her muzzle as I gently rubbed her back, not wanting to wake her. I closed my eyes, feeling the warmth of their bodies on me and I smiled to myself. _I love it here. _I felt Fluttershy idly trace her hoof over my chest, making me open my eyes and I brushed her mane out of her face, her eyes glancing up at me, lost in thought. "What's wrong?" She looked back down, her hoof slowly moving still.

"Nothing... I'm fine." I knew she was lying, a sad look in her eyes. I moved my hand from her mane to her chin and moved it so she would look at me.

"I know something is up... please tell me..." I was really worried, she was acting all weird, much unlike her usual self. She tried to her chin out of my grasp but I didn't let her go, making her tear up.

"I got you killed... it was all my fault." She lightly said, not struggling anymore as she looked at me, a tear running down her face. "I just stood there like a helpless foal, and you took a blow... again for me. I'm buckin-" She stopped and looked at me, I felt like crying now, here was the kindest pony ever, cutting herself down in front of me, it tore me apart.

"You are not useless, don't you ever say that, or think that again." She cowered a bit, not out of fear, but guilt. "You are my friend, and I love you. I will protect all of you with my life, always and forever." She looked me in the eyes, a little smile on her muzzle and I knew I had her. "You make my heart flutter when I stare into those big, innocent eyes. Your affectionate personality is one I can turn to when I'm sad or feeling alone." She teared up a bit, and I continued. "Seeing you, always makes me happy, because I know, you are always going to be there, making each day, worth getting up for." She was crying, her shoulders heaving a little as she shot forward, wrapping her hoofs around my neck and nuzzling her muzzle into it. I wrapped my arms around her back, idly rubbing it a little.

"That... was... beautiful." She said between heaves, her tears soaking my neck as she cried silently, her hoofs wrapped tightly around me as she held onto me. "You really know... how to touch a girls heart Marshall." I gently rubbed her back, closing my eyes as I felt a little tired. I felt her shake a little, her breathing a little stuttered as she took a deep breath, trying to calm herself down.

"Shh shh... it's ok Flutters, don't cry..." I held her with my left hand, as my right was wrapped around Twilight, and she nuzzled her cheek into my chest, the blanket covering all of us nicely. We laid there for a couple minutes, when I heard Fluttershy breathe lightly, her grip loosened up on me and I knew she fell asleep. I smiled, cuddling with two cute mares, closing my own eyes and fell back asleep.

I felt something move beside me, giggling before getting off the bed, light clacking moving away from me. A weight on my chest, nuzzled into me, curled up on top of my chest. It was light, a silky mass lightly tickled my face as I moved my hand up to figure out what it was. It was soft, I pushed it out of my face when I felt something harder, lightly moving, the tickling sensation on my chest matched the movement and I lightly stroked it. I opened my eyes, the sun, just over the horizon, the birds chirping in the morning air, a light cool breeze coming in the open window. I looked down, smiling to myself a little as I saw Fluttershy, curled up cutely on me. She had her hoofs tucked in, almost how a dog might curl up, but she was so much cuter. She was gently rubbing her cheek into me, smiling and humming in her throat a little. She was blushing a little, her cheeks a light pink, almost as pink as her mane which flowed over the blanket. I moved my hand down to her muzzle, gently touching it, her little nose wiggling from my touch and I took a deep breath and she followed in sync. Her eyes slowly opened, a cute little yawn coming from her as she stretched herself out and looked at me, a silly smile on her muzzle as she curled back up, looking at me, her head still on my chest. "Mmm... Good morning." I smiled, she was so adorable.

"Good morning beautiful." She blushed lightly at me, a little smile on her face as she slowly blinked her big eyes. I pet her mane, her eyes closing a little as she nuzzled my hand, moving a little closer to me. I felt my face get hot, no matter how many times I got close to them, it always made my heart beat harder, my breaths come in a bit shallower.

"You are too kind to me." She whispered, moving even closer, her breath on my lips, her cheeks a light pink. She looked into my eyes, her lips light spread as she lightly brushed her lips to mine, looking down at them idly, teasing me and I pushed forward a little, pressing out lips together, sharing a gentle kiss. She closed her eyes and moaned a little, her lips a little glossy, they tasted a little like strawberries. I pulled back, making her whimper and look at me sadly. I licked my lips, that taste still there and she blushed and looked away.

"Are you wearing lip gloss?" I looked at her lips, they stood out, a little pinker then usual and she slowly nodded, lightly smacking her lips and she smiled, getting closer to me, looking at me seductively.

"You like it?" I smiled and nodded, moving closer to her and stuck my tongue out, gently licking her lips a little when she pushed them to mine, my tongue driving into her mouth as they danced. I brought my hand to her cheek, feeling the warmth of the blush underneath and I moved my other to her side, lightly rubbing it, making her wings spread a little. I moved my hand to her wing, running up it, making her shiver, her wings moving a little. She moved her lips from mine, laying her head down on me, moaning a little as I moved my other hand to her free wing. "Oh that feels amazing..." She trailed off as I ran my fingers over her wings, smiling a little to myself. I knew full well how tingly it feels to have another touch your wings. She started panting and I stopped, running my hands down her sides, making her giggle. "I love it when you do that Marshall, your fingers are so soothing." She looked at me, her cheeks red and she smiled. "They feel so good." I brought my right hand to her mane, running my fingers through it.

"Well, I have something to do." She looked sad, gasping and she teared up, not wanting to leave me.

"Wh.- what do you have to do? Are you sure? Can I... go with you?" She was such an adorable pegasus, and I smiled, lightly touching her muzzle.

"Don't worry, I'm not leaving the library, I will be back up soon, ok?" She smiled a little and nodded, slowly getting off me and I stood up, stretching my whole body out, rolling my shoulders. I put on pants and my red long sleeved shirt, keeping the sleeves down as it was a little cold, and headed down stairs, Twilight about to start breakfast and I jumped off the top of the stairs to the ground, Twilight looking back. "Go back up stairs, I will make both you breakfast." I smiled and she did the same, shaking her head.

"Oh it's ok..." I walked up to her, putting my finger on her lips, silencing her and she looked at me, a little smile on her muzzle.

"Go get the rest, I will make breakfast for everypony." I kissed her on the forehead, and she smiled, nodding and trotted out of the library. I turned around to start when I heard light hoof steps on the stairs.

"Ca- Can I come down?" Fluttershy's light, nervous voice made me sigh out of happiness and I turned around, she had a almost guilty look on her face as she stood on one step, kind of tucked down. I nodded and motioned for her to come down, and she did, slowly walking down them. "Sorry..." She whispered and walked up to the table, sitting at it, looking at me.

"Couldn't stay away huh?" She eeped a bit and adverted her eyes to the floor. "Is the floor better looking then me?" I teased and she blushed harder, looking over at me, her cheeks red from my teasing.

"N- no..." I chuckled and turned back around, going to work on getting everything ready for the big breakfast I had planned. I heard the door open, hoof steps running at me and I got tackled, falling on my chest, looking back, Pinkie Pie standing a foot behind me, Octavia warping her hoofs around me.

"How did she beat me?" Pinkie scratched her head with her hoof, and I chuckled, standing up, with Tavi still attached to me.

"Hey now, I need to make breakfast for you all, and I can't do it when you are wrapped around me." She blushed and let go, staring up at me with those light mulberry eyes, a little smile on her muzzle, making me smile myself.

"I missed your smile Marshall." She teared up a bit and I blushed a little, making her giggle and I looked at everypony else. Applejack, Rarity, Pinkie, Rainbow, Fluttershy, Twilight, Vinyl, and Lyra. _Well, I have to feed these ponies. _I turned around, putting on some hay to put something quick in their bellies. I heard foot steps come down the stairs, Spike yawning and walking up the the sink, getting a glass of water. I looked over at him as he leaned back on one arm, downing the whole glass and wiped his mouth, putting the glass in the sink.

"Mornin Marsh..." He trailed off, staring straight ahead then looked over at me, his jaw dropped. He smiled and jumped at me, hugging my leg tightly. "I missed ya bro..." I felt a little happy inside, I didn't speak to him much, but I still liked him. He looked up at me, tears welling up in his eyes. "How are you... alive? I heard you died!" I sighed and looked over at the girls, before he let go and I bent down to his level.

"I did... The elements of harmony brought me back to life." I rolled up my sleeves, the room getting a little warmer from the cooking and brought my hand to fist bump him, and he did, staring at my arm before gasping and pointed at it.

"What in Equestria is that?" I looked at my right forearm, something bright burned into it. I moved my left hand over it and it slowly took shape. I was speechless, a orange bass and treble cleft over a heart was on my arm, seemingly part of my skin.

"Twilight! The hell is this?" I bent my arm down, making all the girls gasp, Twilight inspecting it closely. She was speechless, and looked at me, those lavender eyes staring into mine.

"I can believe it Marshall... That's a...a." She started and Tavi came up, her eyes sparkling a little as she squealed a bit.

"A Cutie Mark!" I gasped, the other girls smiling at me, and I looked back down, looking at it.

"You're joking me, right? Who drew this anyways?" I said nervously, not believing it myself, the girls all giggled and Twilight pulled me down by my wrist.

"You earned a cutie mark, I didn't even think you could get one... Let me see..." She looked closely at it, her hoof trailing over it a little and It sent shivers up my spine. "The music clefts are your love for music, and that's part of what the heart means, the other half..." She looked up at me, the other girls coming closer.

"Is the love for my friends." Twilight nodded and I smiled, a group hug commencing from all sides and I gave in, enjoying being back. "I think that's enough of that, I have a breakfast to make, here, have some hay girls, it should tie you over." I used my magic to lift a big plate of hay done just right to the table and they all sat down, digging in. I turned back when I heard the door open, making me turn to see Spitfire lightly panting.

"Hey... am I late?" I smiled and shook my head, she trotted inside and ran up to me, throwing her hoofs around my midsection. "I missed you so much Marshall." I hugged her a little and smiled, making her let go of me as I turned back.

"Sit down, breakfast will be done soon." I heard hoof steps go towards the table and I turned back around, putting the finishing touches on breakfast, my hands glowing as everything lifted to the table, some with a little extra on each ponies plates. I sat down as well, the only open seat was next to Fluttershy and Twilight.

"Mmm breakfast is absolutely delightful." Rarity said, a little smile on her face, eveypony else nodding.

"Yup, he sure is a good cook." Twilight looked up at me, smiling before looking over at Fluttershy. "Have you been teaching him?" She joked and Fluttershy giggled, shaking her head.

"No, hes just a natural." She smiled lightly. _Man she is adorable._

"Man, sugar on pancakes is awesome!" Pinkie was devouring her plate, eating the whole thing in one go. _Don't even ask, just go with it bud. _I blushed, the praise was crazy.

"An just how did ya know I like apples?" Applejack chuckled and I rolled my eyes.

"Lucky guess really." Everypony giggling and I laughed along with them. It was great, everypony talking and I kind of zoned out, my mind wandering when a voice startled me. _"Are you ok Marshall?" _I looked at Twilight, her horn glowing a little and she looked at me out of the corner of her eye. _Yea, I...I... I just don't really know... I think I just need some time to myself. "Ok, go, I will explain to the girls. _"Well, I'm full." I stood up, moving my plate to the sink, and I headed up stairs. I closed my door behind me, sitting down on my bed,, looking over at my guitar, not even feeling good enough to play it. I laid back, giving off a sad sigh. _What is going on? _I closed my eyes, the light breeze coming in my window, a light knocking at my door zone me back into reality, The door creaked open lightly.

"Marshall... can I come in?" Fluttershy's light voice said and I turned my head, slowly nodding. She stepped in, closing the door behind her, lightly walking over to the bed before hopping on it, running her hoof in my hair. "What's wrong, you can talk to me." She looked over me before looking back into my eyes and I felt like crying. I sat up, her hoof moving to my shoulder, gently rubbing my back a bit.

"I... I don't know... I guess I'm missing my old, home..." I sighed, memories of my past life coming back to me, the good, the bad, all of them. "I wasn't the most popular, but I wonder if my friends miss me? What about my parents?" She hugged me, her hoof rubbing my back, soothing me. "I left everything behind, I know it's silly, I fit in here most, but... but..." I felt the storm coming, I was about to let it all out. "I... I..." I looked at my forearm, my cutie mark still etched into my skin and I teared up. "Does anybody miss me? And if they do... my friends... family... I just left them, I wish I could of said goodbye..." I felt the tears run down my face, I was almost there. "I miss them..." I broke down, crying my eyes out, heaving, my face wet. I hugged Fluttershy, these emotions were welled up inside me for too long, and it felt good to let them out.

"Shh shh... It's ok, let it all out~" She cooed, her hoof rubbing my back, her other rubbing my left arm. After a couple minutes, I was all cried out, a sleepy feeling coming over me as I just let myself go, the wold spinning in my mind as I fell asleep.

I woke up, well, that's partially true. I didn't open my eyes, a light thudding sound in my ear, a warmth over me and gently rubbing my shoulders. I nuzzled the soft pony beneath me, it's hoof rubbing my neck. I just laid there, a good feeling coming over me, getting all that pent up emotions out felt a good. I smiled and just cracked my eye, seeing a purple blur. "Hey sleepy head..." She cooed and I took a sigh of completeness.

"Hey Twi..." I pushed myself up, getting up next to her, I saw we were alone, the blanket lightly over us, and I hugged her.

"Feel better now?" She asked, her head resting on my chest, her hoof trailing over my shirt covering my abs.

"Yea, I do..." I took a sigh of content, I felt a whole lot better, the sad empty feeling replaced with content with my life. I rubbed my hand over Twilight's side, lightly digging them into her. "So how was breakfast anyways?" She looked up at me, a little smile on her muzzle.

"It was absolutely fantastic! Thank you..." She blushed, trailing her hoof a little lower, staring up into my eyes a little seductively. She was flustered, a look of wanting in her eyes. "I was wondering... I read something a little while ago, and I wanted to know if umm..." She looked away, her hoof on my waist, fumbling lightly with my jeans. "We could... try it?" She looked out of the corner of her eyes, panting a little bit as she rubbed her hoof over my abdomen. I smiled, putting my hand to her cheek and leaned down to her, lightly kissing her on her lips. They lightly spread, my tongue instinctively wiggling inside her mouth. She tried to undo my pants, but she couldn't and whimpered, pushing harder to me and I moved my hands down, unbuttoning my pants and unziped them, her hoofs going to my hips, pulling down my jeans as blood began to flow to my cock. She pulled back, her hoof rubbing over my crotch.

"Ooo, somepony is a little frisky." I smiled and she blushed heavily, panting lightly as she rubbed my cock, making it start to get hard, my cock lightly tenting my boxers. She leaned down, kissing the top of my cock through my boxers, sucking lightly on it as her tongue tickled it. She pulled back, smiling as her hoofs jerked me off.

"You like that?" I smiled and nodded, rubbing my hand over her muzzle, a light scent filling my nose.

"You want a little attention too?" She blushed and nodded, moving up and around, I moved my hands up to her flanks, pulling her to me. I pulled her hips down and she took my waist band of my boxers in her mouth, pulling them over my hard cock, it lightly touched her face and she nuzzled it as I breathed on her sex. It was moist, her tight lips were a beautiful sight, lightly pink. I lightly licked her clit and felt it twitch, making me pull back. I looked at her sex, and it seemed to be... winking at me? Twilight moaned and looked back, panting lightly.

"Please... don't tease me..." Her cunny winked again and I smiled, taking her clit into my mouth, lightly rolling it with my teeth, sucking hard and she moaned, licking my cock from the base to the tip, sucking hard on the tip. I moved my hands to lightly spread her lips, pulling back, looking at her pink insides, her juices leaking out a little and she shivered. "Ahh!" She put her head down, taking my cock into her mouth, only a couple inches inside as I placed a long luscious lick up her quivering insides, soon driving my tongue deep inside. She moaned in her throat, sending vibrations into my cock, taking a couple more inches inside when it hit the back of her throat, making her gag a bit. I pulled back, moving my right hand to the back of her head.

"Easy Twi, nice and slow, take a deep breath and swallow..." She stopped, sucking in air through her nose and I felt her swallow, suppressing her gag reflex as I lightly pushed down on her head, making her take me to the roots, my entire cock buried in her mouth. "There you go, good girl." She shivered when I said that, and I pinched her clit with my free hand, moving my mouth back to it and I sunk two fingers inside her cunny. She pulled up, sitting on my face as she moaned, grinding her sex to my mouth. "Oh Marshall... That feels amazing~." I pushed her up a bit, before getting a naughty idea. I leaned up a bit, my hands spreading her cheeks and I placed a little lick on her tail hole. "Ohh~ That feels weird..." She pushed her ass back to me, her hoofs trailing over my cock, lightly touching it. "But so good." She stifled a moan, and pulled forward just as I sunk my tongue into it. She moved down, lining up her sex to my cock, and I grabbed her hips, looking to her as she shook her head, pushing down even more till my cock was at her tail hole entrance. "I want to try it there, please?" Fuck, I was super turned on, the usual shyer librarian wanted me to fuck her tail hole. I pushed forward, my head spreading her hole and she moaned. Her horn glowed and her hair went up into a ponytail, a pair of reading glasses landed on her muzzle and she looked back. "A naughty, naughty boy, losing library books again? That's going to cost you." I smiled, deciding to play onto it.

"Please don't tell my mom! I will do anything."I fake begged, she grinned and I could tell she liked it as her cheeks were flustered as she pushed back a bit more.

"Well, there is one thing..." She pushed a couple inches inside her, starting to move back and forth. I put my hands on her back a little, stopping her slightly.

"I...I don't know... if my mom found out..." She put her hoof on my lips, sitting down all the way, her tight tunnel squeezed my cock and it felt so good.

"Don't worry young man, as long as you do well, she won't." I groaned as her tunnel squeezed my cock, wet with my pre made her motions smoother and faster. I pulled her hips down, thrusting up and our bodies contacted hard, a slapping wet sound filled my ears. "Ahh! Good job, keep going!" I kneeled down, so I was at the same height for her so I could easily pound the hell out of her.

"Am... Am I doing good Miss Sparkle?" She turned her head a little, she was panting lightly, her hips pushing back to meet mine.

"Yes! You're doing wonderful!" I pounded her, pulling her to me as I thrusted forward, her tunnel convilcing a little and she fell a little to her front. "Ohhhh yea..." _Man, she came already... _I felt my own orgasm quickly approaching, and I pounded her harder.

"Ahh, Miss Sparkle! I'm about to cum!" She looked back, basking in post orgasmic bliss, her hoof touching my hand and she said just what I wanted to hear.

"Cum inside me..." Three words, three words made my balls churn, my mouth lightly agape as I panted, pounding her harder and prepared to let lose my load deep inside her tail hole. Her wet walls convulsed around me, her body shivering a little as I shuddered. I stopped, bottoming out inside her, my cock twitching as I shot my seed deep inside her. "Ohh!... It's so warm!" I groaned and wrapped my arms around her, lightly squeezing her teats, making her moan a little as I emptied my balls inside her. I felt my cum run back against me, leaking around my shaft as I was buried deep inside her. She collapsed and I fell with her, keeping my cock still deep inside her, her walls sometimes clamping around me. "Good job..." She trailed off, lightly sighing and I pulled out, my cock covered in my juices and she flipped over, taking my cock deep inside her mouth, her tongue cleaning it off.

"Ahh! Miss Sparkle!" I was super sensitive, my pleasure peaking again and I felt my cock twitch like crazy. I let out a mangled moan, my body twitched like mad, and she looked up at me, those beautiful violet eyes staring up at me as I felt another smaller load shoot up and into her mouth. She closed her eyes about half way, smiling as she stopped, swallowing what I could give her. I laid back, my cock leaving her mouth with a little slurp, I was exhausted.

"Mmm." She crawled up next to me, cuddling with me and I looked over at her. She was smiling when the clock started to ring on the hour. Her ears perked up, listening and twitching a little... "Oh no! My parents will be here soon!" I looked at her, her face was flustered as her horn glowed and her glasses came off and her hair went back down to normal. I picked her up, getting some nice clothes to wear and I took us to the bathroom. "What are you-?" I silenced her and she looked up, a wondering look on her face.

"It will be much faster if we shower together, unless that makes you uncomfortable." I said, not wanting her to be uncomfortable. She blushed and shook her head, her horn glowing and the water turned on. "I thought so." She smiled slyly, rolling her eyes playfully.

"You just want me in the shower." She teased and I chuckled and leaned down to her ear.

"Yet you wanted me to fuck you in the ass." She eeped and I could she her cheeks were red, a little smile on her muzzle.

"And you know what?" She turned around, smiling seductively at me. "I liked it." I felt my cheeks get hot and she giggled, getting into the shower and I removed my boxers, getting in behind her. The hot water ran over us, the room started to steam as I removed the detachable shower head, and ran it over my head, wetting my hair and then I did Twilight, getting her soaked. I reached for shampoo, squirting some into my hand and I put the shower head back, running my fingers into her hair, washing it and I worked down to her mane. "Mmm, that feels nice." She closed her eyes when I went down to wash her tail. After I did her hair, I grabbed body wash and was about to wash her when she stopped me. She looked over her shoulder, a little blush on her cheeks. "Could you..." She wiggled her back. "Massage me as you wash me?" She laid down and I chuckled, straddling her hips and I worked my soapy hands into her shoulders, washing her and massaging her at the same time. "Ohh yes... that feels amazing." I smiled and rolled my eyes, moving my hands down to her forehooves, washing them, then I trailed up to her face, massaging her neck and around her face. "Mmmn this is new..." I worked my thumbs into her jaw, her muscles relaxing as I trailed down to her back and over to her hindhooves. She giggled as she seemed to be a little ticklish behind her... Knees? She shivered and I chuckled, getting off her and she shakily got to her hoofs. "Oh wow..." She looked back at me, her half-lidded eyes stared at me, a little smile on her muzzle. She nuzzled my abs, closing her eyes. "Thank you." I pet her mane, moving my other hand to take the shower head, starting to wash her off.

"It's no problem Twi." I used the water to wash off majority of the soap off, using my other hand to scrub the rest out and soon she was clean. "There ya go." She hugged my midsection, and got out of the tub. I stayed, soaping myself up as she combed her hair and then opened the door and left. I washed myself off and I got out, freshing myself up and did my hair, got dressed and then left the bathroom. I felt a little musical, and walked to my room, picking up my guitar and I sat on my bed, scrolling through my songs and soon found one. _My Name is Jonas, by: Weezer. _I started playing, finger picking the notes on the clean channel, a nice clean crisp sound. I started singing as the vocals kicked in. "My name is Jonas, I'm carrying the wheel." Then I played the same intro guitar riff again when the second verse came in. "Thanks for all you shown us, this is how we feel." Then the chorus came in right after and I stepped on the channel switcher I had and the overdrive channel kicked on. "Come sit next to me, pour yourself some tea. Just like grandma made, when we couldn't find sleep. Things were better then, once but never again. We've all left the den, let me tell you about it." I was really getting into it, my hand strumming the strings easily, my right hand moving fluidly over the strings, pressing on the right frets. I looked at the door, Twilight and two other ponies I had never seen were standing there, Twilight just smiled and motioned for me to continue. "Tell me what to do, now the tank is dry, now this wheel is flat. And you know what else!? Guess what I revived, in the mail today. Words of deep concern from my little brother. The buildings not going as he planned, the foreman has injured his hand. The dozer will not clear a path, the driver said he learned his math." It changed to a quieter part. "The workers are going home~" That repeated a handful of times before it kicked into a solo. It then did the quiet part again before repeating the solo again. After that, the song was about to end after that and I strummed that last note, before clicking on the clean channel and playing the last little part, ending off on a nice chord. "My name is Jonas..." I turned off my music, hoof clapping made me blush, and I put my guitar down, walking over to Twilight to hope fully introduce me to the two ponies she was with.

"That was fantastic as always Marshall." She beamed up at me and the stallion took a step forward. His coat was a nice blue, he mane was slate blue and it complemented his green/yellow eyes. His cutie mark was a larger crescent moon, with a small one in the middle of it. He looked at me with a serious look, and I took a step back, gulping and he stuck his hoof out, looking at me still.

"Umm... Hello." I said as I took his hoof, lightly shaking it, not adverting his eyes from me. I stood up straight and tried to look confident. "The name is Marshall, but you already know that from Twilight." The mare took a step forward. She glared at the stallion, lightly pushing his shoulder making him look at her and smile a little.

"Come on now Star, don't scare him." Her coat was a nice light grey, her mane was purple and white, and it all complemented her tiffany blue eyes. Her cutie mark was three purple stars. She turned back to me, smiling and... She reminded me of somepony. I looked at Twilight and gasped. "I have heard a lot about you Marshall." She noticed my shocked look and giggled, much like somepony else. "Oh, do I remind you of somepony? Or rather, does somepony remind you of me?" I looked at Twilight, they almost had the same mane colour style. "The name is Twilight Velvet, or just Velvet so you don't get confused with my little Twily here." I blushed, it was her parents.

"Pleasure to meet you both, Velvet and Star?" The stallion nodded and Twilight came up to me, smiling.

"Yea, this is Marshall, the only human in Equestria!" Velvet giggled and walked up to Twilight, lightly petting her mane.

"I know I know, you only wrote that to us about a million times." They both shared a giggle and she sighed and looked at me. "So, you are a musician I see." I blushed and nodded, prompting her to giggle. "Aww, hes a little shy isn't he." I blushed harder, making the girls giggle. "Enough of that... So I heard that you are preforming for the start of fall hmm?" I nodded. _I guess everything is still going on, good. _"Well, that will be a great show." She smiled and I returned it, my stomach growling and she raised her eyebrow. "Have you had anything to eat dear?" I blushed and shook my head, she turned to Twilight and her dad. "Will you two make lunch for dear Marshall here? I would like to stay and chat for a little while." They both nodded and left the room, heading down the stairs, Velvet walking to the door, almost closing it. She turned around, a light blush in her cheeks. "So... She has really taken a liking to you Marshall." I blushed, my cheeks warm and I nervously nodded. _Not again. _"Have you two... done it?" I gasped, my cheeks almost burning and I licked my dry lips, making her gasp. "Is that a..." I nodded and stuck my tongue out, showing her my piercing. "So, by the look of those cheeks, you two have." I looked for a way out when I felt her hoof on my hand, making me look down at her. "I'm not mad, heck I'm glad she found a nice man like yourself. She deserves to be with someone like you, from all the different things she said about you, I'm surprised you aren't married." She teased and giggled like a filly. I scratched the back of my head.

"Were not even going out..." She stopped and then raised her eyebrow.

"Yes, so I heard... Why not?" She enquired and I bit my bottom lip a bit.

"Well you see, I have other friends..." She gasped, her cheeks turning a light pink.

"You have... a herd?!" She whispered strongly, my cheeks warm and I nodded while shrugging my shoulders, a little smile coming over her muzzle. "I knew you were highly wanted, but never that much." I rubbed the back of my head, making her giggle.

"Marshall! Mom! Lunch is ready!" I heard Twilight call from the kitchen and I cleared my throat, breaking through the awkward feeling in the air, and I got Velvets attention.

"Sooo... This never leaves this room, ok?" She looked back and smiled while nodding.

"You got it Marshall." I sighed and we walked out of the room, down the stairs and into the kitchen. Twilight was there, putting four plates onto the table, she turned to us and smiled, motioning for me to sit next to her as she sat down. I nodded and sat down, pillows underneath us all as their horns glowed and we dug in. Twilight made them all daisy sandwiches, and me, a nice plate of tortellini, and it was delicious. Twilight shifted a bit closer and I looked at her our of the corner of my eye, she had a light blush on her cheeks as her father looked up.

"So, Marshall, how are you enjoying Equestria?" He voice was so tender, it caught me a little off guard. But I swallowed what I had in my mouth, and looked him in the eye, a smile coming over my face.

"Good, nothing but good. It's wonderful here, everypony is so nice... But everyone isn't." He raised his eyebrow and I sighed. "Well... I had a couple fall outs with a certain griffin... About a month ago, after our first fight, which almost killed me, she ambushed me and my friend Lyra in the old part of Ponyville. I told her to run, and I took Gilda, who was the griffin, all by myself. I knew it was dumb, but who knows who else she would of hurt if I didn't. Anyways, she almost killed me then, and hurt my friend Rainbow Dash, but Princess Luna arrived, because Twilight here sent a letter to Celestia and saved my life. Luna healed me, as I was almost dead, and Celestia proclaimed me protector of Ponyville." They both gasped, proud looks for their daughter and praise looks to me.

"That's amazing Marshall! And our little princess helped you." Twilight gasped and put her hoofs on the table.

"Mom?! I... haven't told him yet." She sighed and looked back at me, her cheeks were red in embarrassment. "I'm sorry Marshall, I should of told you sooner..." I raised my eyebrow, her horn glowed and a white light filled my vision. When it regained, I looked at her and gasped... She... She had wings?!

"Wait?! You're an... Alicorn?" I was super confused, and she tilted her head to the side.

"Well, I was a unicorn... but now I'm... a... princess... It happened a couple months ago, just before you came. Since my brother is married to Cadance, I am technicality royalty. And after I finished a spell started by Star Swirl the Bearded, because he lacked one thing I have, friendship. So I was transformed into an Alicorn, about a week before you showed up, and Celestia told me not to show you I was an Alicorn until the time was right, so I guess that's now. " She sighed and I looked at her, her head hung low in shame. I bent down, lifting her chin up, tears welling up in her eyes. "I should of told you sooner... I'm sorry..." I wiped her face with my thumb.

"Don't worry princess, we all-." She put her hoof to my lips, silencing me, her glare was serious.

"Don't call me that... I am no different then before... Just call me Twilight, Marshall..." She smiled hopefully and I nodded, wrapping my arms around her in a nice hug. She smiled and hugged me back. We just sat there, enjoying the moment when somepony cleared their throat. "Uhh... oops." We broke the hug and looked at her parents, her mom was smiling, looking at us as was her father.

"Sorry..." I scratched the back of my head, my cheeks getting a little warm and they both laughed.

"It's ok Marshall, you two are so cute together." Her mom teased and Twilight blushed and groaned.

"Mom!" She whined a little, making me chuckle and I looked over at the clock.

"So what time does everything start at Twi?" I looked over at her and she looked at the clock herself.

"Hmm, in about an hour or so, you want to get going?" She looked back at me, from her corner of her eye and I nodded. "Well, I will see you there later." I gave her a little hug, and then I stood up, heading to my room. I grabbed my guitar, putting it into my case and I came back out, hopping off the top of the stairs, my hand glowing as my wings appeared to slow me down, making her parents gasp.

"Ohh... You didn't tell them I could use magic did you Twi?" She giggled and shook her head, her mom coming closer to inspect my wings. I spread them, my wing span was quite huge.

"Are... Are they real?!" She moved her hoof to touch them, a little tingling in my spine from her touch and she pulled her hoof back once she found out she could touch them.

"Well, I use magic to create them, but they feel real. Anyways, I gotta jet, see ya later!" I lightly jogged to the door and out it, into the outside world and was immediately tackled by somepony. My hand glowed, putting a barrier between me and the ground as I looked who tackled me.

"Marshall! I...I..." It was Octavia! She hugged my tightly, her cheek nuzzling into my chest. I put my case down lightly, wrapping my arms around her and I picked her up, holding her as she wouldn't let go. "I thought I would never see you again..." She trailed off and she looked up at me, her eyes teared up and she smiled, kissing me on the cheek.

"Hey Tavi, I missed you too. Sorry about back there, I had somethings on my mind." She smiled at the sound of my voice, her smile made me happy inside.

"No worries, man, your voice is music to my ears..." She looked at my case and smiled. "And it looks like I will be hearing both." She looked up at me, her mulberry eyes sparkling a little.

"Yea, got a show to preform, and dying won't stop me." I joked and laughed a little as she giggled, getting to her hoofs, letting me get up. I picked my guitar, dusting myself off a little and I put my hand on her neck, lightly touching her. "Well, you know where I will be." She nodded and motioned for me to come down to her. I did so, and she wrapped her hoofs around my neck, holding me tightly and I wrapped my free arm around her and kissed her on the cheek.

"Later Marshall." She let go of me and trotted off, leaving me to turn around and walk towards the centre of town. I got a couple waves, someponies saying hi to me as I passed them on my way to the town hall. I soon arrived, Mayor Mare talking to a couple ponies.

"I don't know if he still wants to preform, he went through a lot and I'm not sure he is up to..." She trailed off as the mare she was talking to looked at me and smiled, making Mayor Mare turn around. "Marshall!" She looked at my guitar and her face lit up. "Ah, so you do still want to preform! That is wonderful! I shall send word around town." She turned back to the mare behind her, the mare was yellow, her mane and tail was orange and curly, her cutie mark was three carrots. She gave a little salute, before trotting off to a small group of mares, all of them with saddlebags with pamphlets in them. I turned to walk up the the stage when I heard somepony call out to me.

"Hey Marshall!" I turned around, Lyra and a mare I didn't know, were trotting over to me. I dropped to my knee and Lyra wrapped her hoofs around me. She hugged me tightly for a couple seconds, before getting back down, looking out of the corner of her eye at the mare. She was pretty cute, her coat was light apple greenish grey, her mane was cobalt blue and light fuchsia in nice little curls. Her cutie mark was three blue and yellow wrapped candy perhaps? Her arctic blue eyes captured my attention as they stared at me with wonder. She blushed as I started at her, and I stuck my hand out and she looked at it.

"The names Marshall, what's yours?" She blushed harder, staring at my hand, then looked back into my eyes, making me feel a little bad.

"Don't worry, she's a little shyer then-." Lyra started, but was cut off when the mare put her hoof in my hand, my fingers wrapping lightly around it.

"Sweetie Drops, or Bon Bon, doesn't matter." I smiled and Lyra looked at her, a little shocked as she was apparently more shy. "It's nice to finally meet you, considering you have been in our house many times." I raised my eyebrow and looked at Lyra as I let got of Bon Bon's hoof.

"I thought Vinyl was your roommate?" Lyra giggled and looked up at me, her yellow eyes sparkling a little.

"Well she is, but she lives in the spare room we have, see, me and Bon Bon have lived together for a while, we both needed a roommate, so it was perfect!" She smiled and I chuckled, turning back to my case and I opened it. "Then Vinyl was looking for a place to stay for a bit, but she decided to stay." I turned my head over my shoulder.

"Speaking of her, where is she?" Lyra tapped her hoof to her chin, looking around before smiling and pointing to my left.

"There she is!" I turned around, Vinyl walking up with saddlebags on her flank, a grin on her muzzle, her dark glasses covering her eyes.

"Hey Marshall!" She trotted up and looked up at me as I opened my case, picking my guitar up, a gasp coming from behind me.

"Ooo, what's that?!" Bon Bon walked up, looking at my guitar. I pulled it out, putting it over my shoulder and I picked up a pick.

"It's an instrument from my world called a guitar, I put my fingers on these frets and I strum the strings with the pick, and it makes music." I played a simple G power chord, making her smile at it.

"That's cool." She smiled and I closed my case, putting it off to the side and Vinyl got up on stage, walking up to her turn tables, setting her bags down and she put two disks on, one on each side. I got up, plugging in a cable to my guitar, strumming the strings, my sound coming out from the two giant stacks of speakers on the side of the stage. I looked out, a couple ponies stopping, or walking up to look at what I was doing. I tuned myself up, making sure I was completely in tune and I heard a couple mares talking amongst themselves behind me on the ground.

"Hmm, there is a show here, Marshall will be performing with guest DJ PON-3 to kick off the fall season!" _I guess she had a pamphlet. _I looked out, a small crowd gathering up, some ponies laying down on blankets, some standing up, a couple mares in front of the stage, looking up at me. I walked to the mic, the crowd quieting down.

"Hello Ponyville! Are you ready to rock!" The crowd cheered, my voice echoing through the streets of Ponyville, the crowd cheering louder. "I'm Marshall, and this is DJ PON-3, and we're kicking off the fall season with a little show, are you ready?!" The crowd cheered a little, and I smirked. "I can't hear you Ponyville!" A bunch more ponies came into town square and I strummed a nice little C power chord, the ponies cheering and I looked over at Vinyl, she was gearing up a couple different records, when a drum and bass back beat came on, her head bobbing to the beat. I got into it, playing some easy stuff, a couple pedals at my feet, and I put a guitar loop on while I started playing a nice guitar riff over top. I smiled to myself, moving around a little on the stage, slightly nodding my head to the beat. The crowd soon was about a couple hundred ponies, or at least that was all I could see. Many different colours, and tastes, so I changed it up after a couple more minutes. I stopped a little, letting the chord ring out through the air, and I walked back up to the mic. "Alright! Thanks for coming out today! Lets kick off the fall season with a show, eh?" I mentally face palmed from resorting to my usual talk, I try not to say it, but it sometimes slips out. The crowd cheered, making me smile as I steady beat started playing, making me look at Vinyl as she nodded her head to the beat, standing behind her turn tables with a pair of headphones held to her left ear with her hoof, her other hoof was on the record. Her horn was glowing, the controls lightly glowing the same colour as she move them with ease. I started by palm muting the strings, doing a E power chord, eighth notes for one bar, before doing a G then an A, both for a combined total of one bar. (Sorry for those who don't know music lingo, but to those who do, I hope you understand.) I looped that little bit, before playing the same thing, but not palm muted, doing a little backing track for me so I could do a lead riff or something later. The crowd enjoyed it, the mares in front of the stage were on their hindhooves, their forehooves in the air, reaching for me and I went across the front, running my hand over their hoofs in a line. I stood back up as they smiled, making my adrenaline start pumping as I kicked into a solo, doing some tapping very quickly and they loved it! Vinyl did some cool scratching over the back beat, adding a couple cool things to the mix. The little song lasted about an hour or so, the crowd going wild over us, making me smile. I looked to the side, all my friends and Mayor Mare, motioning for me to let her come up on stage. She smiled, and trotted up on stage, I lowerd the mic to her level so she could talk.

"Let's give a big thanks to Marshall and DJ PON-3 for giving us a show! Anyways, it's time to start the Running of the Leaves! Then more from the two performers!" I felt a little excited, taking my guitar off and setting it on a stand, stretching my arms a little, a light gasp coming from behind me, making me look behind me at Fluttershy, her eyes spread wide as she looked at my arms.

"Ooo Marshall, working on the farm has really done you well. And you are preforming better then ever!" She smiled lightly, making me blush I bent down to her level and smiled, those big cyan eyes glittering lightly as she looked into mine.

"You are a little flirt Flutter." I whispered and she eeped and blushed, adverting her eyes for a second.

"Well it's the truth. The show was amazing! I can't wait to hear more." I smiled as I stood up, looking over as Applejack and Rainbow were talking, approaching me while talking.

"And this time, no funny business alright?" Applejack said, Rainbow nodding and they both spit on their hoofs, pushing them to the others and they both smiled, a determined look on their faces. I walked up to them, making both mares look at me and I chuckled, bending down to their level.

"You girls will have to be worrying about me, this time." I smiled, making both them chuckle and I stood back up, cracking my knuckles as they walked off behind me, making their way to the starting line.

"See you at the finish line, Marshall." Rainbow teased and I followed them, chuckling to myself as we walked to the starting line, a couple mares handing out numbers. Rainbow got hers, it was the number eleven, and Applejack's was the number eight. I got my number, it was the number seventeen. I walked up to Applejack and Rainbow, chatting to themselves while we waited for the event to begin. I looked around, looking for anypony else I knew who was racing. Lyra and Bon Bon were standing about a stones throw away near the bleachers for the spectators, Lyra blushing a little and she looked at me, adverting her eyes back to Bon Bon. _I wonder what they are talking about? _I looked down, noticing Twilight was standing beside me, a number on her flank... wait.

"Hey Twi... Are you planing on racing?" She smiled, nodding her head while putting her hoof to her chest.

"Yes, I was in the race last year, and-" Applejack and Rainbow gasped, both putting one hoof in her mouth, silencing Twilight.

"Yea, uhh, all three of us raced, and uh..." Applejack tried to make up a lie, but I knew she was the element of honesty, and could barely lie.

"She did respectably... getting fifth even!" They both smiled falsely and I knew exactly what they were trying to cover up.

"So which one of you got last?" They both blushed and pointed to the other.

"Her!" They said in unison, making me chuckle and I put a hand on each of the two mares, looking at the both.

"Come on now... tell the truth girls." They groaned, walking up to the starting line, Rainbow lightly swatting her hoof in the air.

"Let egghead tell you." She grumbled a little and I turned back to Twilight who snorted and stomped the ground a little.

"I told you before! I'm not an egghead! I'm well read!" She gritted her teeth then sighed, giggling to herself while turning back to me. "Anyways, last year, those two were having a little competition between themselves, seeing who was the most athletic. And they were so caught up in their tricks, that they both tied for last." I chuckled, looking over at a blushing Applejack and Rainbow, both not looking at me and I smiled as me and Twilight walked over to the starting line, getting up next to the others.

"Alright, about time." I looked down at AJ and RD, smirking to myself. "Lets have a good clean race, and no wings, right Rainbow?" She nodded and I heard the announcer.

"And the Running of the Leaves is about to start, racers get ready!" We all hunched down a bit. "Get set!" I took a deep breath, bending my legs a little. "And GO!" We all took off, the RD and AJ getting a head start on me, but I held my ground, about twenty feet behind them. I started to gain ground, my longer stride allowing me to cover more ground faster once I was up to speed. I soon caught up to them, making both girls gasp as I ran between them.

"See you at the finish line girls." I smirked and started pulling away from them, Rainbow snorting lightly.

"I don't think so! Time for a little dash!" She hunkered down, making herself more aerodynamic, as pegasi tend to be anyways but Applejack was stronger, allowing her to run longer and a bit faster then most ponies. There we were, a little triangle formation running down the path when I noticed the path curved around a wooden area. I grinned, running straight for the trees, the girls sticking to the path. I jumped, free running over the fallen trees, and around the ones still standing. One was laying against another and I ran up it, running through the trees now and I soon made it to the other side, rolling as I hit the ground and took off again, gaining a bit of ground on the girls. "Hey no fair! We can't even do that!" Rainbow shouted, her breaths a little heavier from the sound of her voice.

"Ya snooze, ya lose RD!" I yelled back at them, making Applejack giggle and pull ahead of Rainbow, and start gaining ground on me. I felt the cold Autumn air fill my lungs with every breath, the wind nipping at my face, but I still ran, my legs pumping like mad as I struggled to keep ahead of the other two. I slowed a bit, letting me regain a bit of energy, but still stay just ahead of the two girls. I turned a corner, my foot slipping from under me, sending me sliding almost off a small cliff, my hands digging into the ground. I clenched my teeth, hauling myself up and saw the girls stopped as I rested on my arms. "And just what do ya think you two are doing?" They looked shocked, looking to the other then back to me.

"Well, it looked like you ate the ground pretty hard there sugarcube, I thought y'all might need a hoof." I was touched, but shook my head.

"It's a race, keep on going, I will be fine." They looked behind them, the main crowd catching up and Rainbow started to trot away.

"Come on AJ, he said leave him!" Applejack nodded and followed her, both girls glancing back as I got to my knees, panting, allowing myself to catch my breath. I noticed Twilight come around the corner, looking at the skid mark I left and she ran up to me.

"Marshall! Are you ok?" She put her hoof on my shoulder and I nodded, getting to my feet.

"I will be fine Twi, keep on running, I will catch up." She nodded and took off, trotting cutely, staying just ahead of the crowd as I started jogging, when I came to a straight away, Twilight a hundred or so feet from me, and I couldn't even see Applejack or Rainbow anymore. I sighed, taking a deep breath and I just gave it all I had, almost falling over from giving it my all. I soon reached Twilight and blew right by her, making her gasp and I just smiled, coming over top of the hill, noticing the finish line, and Applejack and Rainbow tied again. _Crap, I can't let them beat me. _I took off again, trying to regain as much ground as I could, a light pain in my side, the taste of blood in my mouth as I neared them.

"Same as last time huh RD?" Applejack looked over, Rainbow nodding and took a bit ahead of her.

"But this time, I win!" Rainbow was almost there, ahead of Applejack when I ran up between the two worn out ponies, both gasping as I ran past them. "What the buck?! Marshall!?" I smiled to myself as I saw the finish line, both girls coming up on either side of me. "I don't think so!" Rainbow struggled to keep up, and I noticed Applejack had lost her hat, something that usually bothered her, but she didn't seem to care about it.

"Forget it!" The finish line was right in front of it, time slowing as Applejack jumped for it, Rainbow had her wings flapping behind her and I made a split second decision, my hand glowing as my own wings appeared, I flapped my wings to slow me down once I passed the finish line, cheering coming from behind me and I fell to my knees, Applejack laying on her chest, panting hard and Rainbow was on her back, her wings spread out as she tried to get her breath back. I saw Twilight come full force, running and got into fourth! I sat down, looking at the two completely worn out mares, and Twilight walked past them, walking up to me, panting lightly.

"Well done Marshall! You got first!" I smiled a little, looking over at my two tired out friends before laying back.

"Was it worth it?" I panted and smiled a silly smile, making Twilight giggle at me. I felt a couple mares pick me up, carrying me on their backs, cheering as they carried me to the podium. I looked back, Applejack and Rainbow being carried in a similar manner and I looked back, being put down in front of the podium. I smiled to myself, getting up on the top, both my friends approaching the stand. I put both hands down to the two. "So who got second." The two mares looked at the other.

"Aww shucks, I jumped at the last second, so you deserve second Rainbow." Applejack motioned for Rainbow to get up on second. Rainbow made her way to it, putting her hoof on the edge before sighing, closing her eyes.

"I cheated... I used my wings, you deserve it Applejack." I was shocked, the two most competitive ponies were both humble to give up the second place to the other. I sat on the edge of the podium then Mayor Mare came trotting up, giggling to herself.

"I thought something like this might happen, so I got two medals for every place, just in case, so you both tied for second." I looked at her, then to Twilight, smiling.

"Then that means..." Everypony looked at Twilight and she blushed, hiding a little. "You get bronze!" I motioned for her to come up, and she shyly did, still not use to being at the centre of attention. I bent down, hauling up Applejack and Rainbow Dash, before helping Twilight up onto the lower platform. My hand glowed, and I lifted the medals that were brought out by a light blue mare, with blue hair with a lighter shade to the other side of it. I put the ones on the girls before placing the gold one on myself. A couple photographers took a bunch of pictures when I hopped off the podium, stretching my arms and I looked at the crowd. "Well, that's enough of that... Who's up for another race?!" All the racers groaned and fell to the ground, making me chuckle. "Kidding, how about some more music?" Everypony started cheering, making me smile as I got lifted, crowd surfing towards the stage. Once there I got up, grabbed my guitar, throwing my Ipod to Vinyl. "Put on anything that sounds nice." She nodded and I adjusted my guitar on my shoulders when the song came on. The first note, ringing out, and I looked at my friends, they were all right in front of the stage. I pointed to Rainbow. "This one is for you..." I blushed. "I guess." I started playing, the keyboard playing over top the guitar line. _Rainbow In the Dark, by Dio. _"When there's lightning! You know it always brings me down!" I looked over the crowd. "'Cause it's free, and I see that it's me, who's lost and never found!" I played the little breakdown, getting right into it. "I cry out for magic... I feel it dancing in the light! It was cold, lost my hold to the shadows of the night!" Then the pre chorus. "No sign of the mornin coming, you've been left on your own, like a Rainbow in the dark!" Rainbow lit up, her grin made me smile. "A Rainbow in the dark!" Soon the solo kicked it, and I played it flawlessly, just on stage rocking it, the crowd going crazy for the quick tapping and all the bends in it, both my hands going quickly over the strings. It soon ended and the crowd cheered, Rainbow had one hoof on the stage, her wings flapping and she was cheering hard. My hand glowed and my Ipod floated over to me, allowing me to select the next song, the guitar soon playing and I mimicked it. _These Days, by Foo Fighters, man I love them. _"One of these days, the ground, will drop, out from, beneath, your feet." It was a nice intro, the clean guitar sounded great. "One of these days, your heat, will stop, and play, its final beat." Then the song picked up for a bar, stopped and then picked up again. I kicked on a bit of drive, to give it some crunch. The pre chorus sounded great, then into the chorus. " But it's all right, yea it's all right. Said it's all right." Then a little pause. "Easy for you to say! Your heart has never broken, you pride has never been stolen, not yet, not yet, not yet!" I got into it, moving my head from side to side a little. "One of these days! I bet your heart will be broken, I bet your pride will be stolen! I bet, I bet, I bet!" It was then a little softer on the vocals. "One of these days, one of these days, one of these days." Then it went back to the verse, my fingers moving quickly to keep up with the tempo. At the very end of the song, a single chord ended it all. I looked up, the crowd going absolutely crazy! It made me smile, looking at all the ponies that loved the preformance. "Thank you all for coming out today, I really enjoyed preforming here and I would like to thank my friend, Vinyl Scratch!" She blushed a bit, thrusting her hoof into the air and I put my guitar back in my case, feeling exhausted. The crowd dispersed a little, some staying for more things to do at the Fall festivle, but I had enough for the day. I headed home, to the library, and I noticed nopony was around me. _Where are my friends? _I shrugged it off and opened the door to the library, nopony in sight. I felt... something, I half expected them to be here, or Pinkie having a "Great Performance" Party, but nothing. I sighed and walked up to my room, putting my guitar down, and I took a deep breath.

"You did wonderful out there Marshall." I jumped and turned around, Velvet closed my door a little, a small smile on her muzzle as she approached me. "I heard much more about you from your friends..." I blushed a bit as she approached me, that look in her eye made me gulp.

"Uhh, aren't you... ya kn-" She put her hoof on my lips, silencing me as she giggled.

"Oh he doesn't mind, hell you screwed his daughter already!" I blushed harder, prompting her to giggle more. "Besides, I don't want that from you... I just came to personally congratulate you, on everything you have done here. You are loyal to your friends, each of them would go head over hoofs for you, I can tell." She smiled and I sat down, letting her talk. She looked into my eyes, sighing as she smiled a little. "Twilight was right, you do have beautiful eyes Marshall." I blushed as she complemented me. "Anyways, I have to get going, but make sure you take care of Twilight, ok?" I nodded and she smiled, leaving the room. I sat in silence for a couple minutes before I took a deep breath, sleepyness coming over me as I stood up, taking my clothes off. As soon as I was in my boxers, I heard a pomf sound from the door way. I looked over and saw Twilight, her wings spread, a light blush on her cheeks and I chuckled.

"Wingboner?" She blushed harder and closed them, trotting over to the bed. "Man, it will take some time to get used to you having wings Twi, but it makes you look even more beautiful then ever." I pulled the blanket down, letting her get in and snuggle close to me, my hand glowing as I made my wings without effort, drapping my left over her and she sighed.

"You are a flirt Marshall... I love you." She closed her eyes and I leaned down, kissing her on the forehead and took a deep breath.

"Night my little princess, I love you too." I closed my eyes, feeling the warmth of her body next to mine, my hand gently touching her back, her coat was smooth to the touch and I smiled to myself, what kind of crazy adventures will happen tomorrow? Only time will tell...

**Sorry for the almost month long (or prehaps a full month) of no update. Ran into a writers block, and it shows, not the best chapter, I promise next will be much better then his. With the block, along with long working hours, it was a pretty bad time. I had a random low point this month, but I'm feeling great now! Leons Memories is being worked on, I also have a Twi/Dash One off I'm working on along with the Spike x Mane Six. Anyways, I will try for another chapter next week, I have a little idea, but we shall see what happens, and thanks for the patience!**

**Guest Reviews! (ones that I choose, and if your review is similar to another, I won't repeat myself.)**

**Cool: Sorry about that, as I said above, I'm back!**

**Dead: Almost! Never planned on it, but it seemed like a cool thing to do at the time. And Twilight is adorable overload! I always had a thing for Twilight.**

**Sqwillex?: Yes, eventuality there will be a scene with Lyra, prehaps Bon Bon as well!?**

**Guest: Hes not dead, if you read the whole thing, he got brought back to life, and as for Gilda? I don't know yet.**

**David (Chapter 20): He's still alive! I don't know how two people at least missed that?**


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